Exhibit 10.1


 


Waste
Management, Inc.

Employee Stock Purchase Plan

(As Amended and Restated Effective May 12, 2020)


 


The Waste Management,
Inc. Employee Stock Purchase Plan (the “Plan”) has been established for the benefit of its eligible employees, and
is hereby amended and restated, effective as of the date upon which shareholder approval is obtained pursuant to Section 17. The
terms of the amended and restated Plan are set forth below.


 


		1.	Definitions.



 


As used in the Plan the following terms
shall have the meanings set forth below:


 


(a)              
“Board” means the Board of Directors of the Company.


 


(b)              
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


(c)              
“Committee” means the Administrative Committee of the Waste Management Employee Benefit Plans appointed
by the Board to administer the Plan as described in Section 4 below, or such other committee appointed by the Board.


 


(d)              
“Common Stock” means the common stock, $0.01 par value, of the Company.


 


(e)               “Company”
means Waste Management, Inc., a Delaware corporation, or any successor corporation by merger, reorganization, consolidation or
otherwise.


 


(f)                “Continuous
Employment” means the absence of any interruption or termination of service as an Eligible Employee with the Company and/or
its Participating Subsidiaries. For purposes of the preceding sentence, an authorized leave of absence shall not be considered
an interruption or termination of service, provided that such leave is for a period of not more than 90 days or reemployment upon
the expiration of such leave is guaranteed by contract or statute.


 


(g)               “Eligible Compensation” means, with respect to each Participant for each pay period, the regular base
earnings, commissions, overtime and, for employees on an Involuntary Military Leave of Absence, pay differential, paid to the Participant
by the Company and/or one or more Participating Subsidiaries during the Offering Period before reductions are made to Code Section
125 and Section 401(k) plans maintained by the Company and/or its Participating Subsidiaries. However, any incentive compensation
or other bonus amounts shall be excluded for purposes of determining Eligible Compensation.


 


(h)              
“Eligible Employee” means an employee of the Company or one of its Participating Subsidiaries who is
customarily employed for at least 20 hours per week and more than five months in a calendar year, or are absent from active
employment while on an Involuntary Military Leave of Absence. For purposes of the preceding sentence, employees who are members
of a collective bargaining unit shall be excluded as eligible employees under the Plan, unless their applicable collective bargaining
agreement provides for participation in the Plan.


 






     


     


    

 


(i)              “Enrollment
Date” means the first business day of each Offering Period.


 


(j)               “Exercise
Date” means the last business day of each Offering Period.


 


(k)             
“Exercise Price” means the price per share of Common Stock offered in a given Offering Period, which
shall be the lower of: (i) 85% of the Fair Market Value of a share of the Common Stock on the Enrollment Date of such Offering
Period, or (ii) 85% of the Fair Market Value of a share of the Common Stock on the Exercise Date of such Offering Period.


 


(l)              
“Fair Market Value” means, with respect to a share of Common Stock as of any Enrollment Date or Exercise
Date, the closing price of such Common Stock on the New York Stock Exchange on such date, as reported in The Wall Street Journal.
In the event that such a closing price is not available for an Enrollment Date or an Exercise Date, the Fair Market Value of a
share of Common Stock on such date shall be the closing price of a share of the Common Stock on the New York Stock Exchange on
the last business day prior to such date or such other amount as may be determined by the Committee by any fair and reasonable
means.


 


(m)               
“Involuntary Military Leave of Absence” means an employee’s leave from employment pursuant to the
Company’s Paid Leave of Absence Policy to perform military service obligations in the United States Air Force, Army, Navy,
Marines, Coast Guard, Public Health Service Corps or National Guard, and the employee is either drafted or a member of the Reserves
called to active duty.


 


(n)              
“Offering Period” means each six-month period that begins and ends on the business days that coincide
with January 1 through June 30, or July 1 through December 31, or such other period or periods as the Committee may establish.
However, if the first and/or last day of an Offering Period begins or ends (as applicable) on a Saturday, Sunday or holiday, then
(i) the first day of the Offering Period will begin on the immediately following business day, and/or (ii) the last day of
an Offering Period will end on the immediately preceding business day.


 


(o)               “Participant”
means an Eligible Employee who has elected to participate in the Plan by filing an enrollment agreement with the Company as provided
below in Section 6.


 


(p)                “Participating Subsidiary” means any Subsidiary not excluded from participation in the Plan by the Committee,
in its sole discretion.


 


(q)              
“Subsidiary” means any domestic or foreign corporation of which the Company owns, directly or indirectly,
50% or more of the total combined voting power of all classes of stock or other equity interests and that otherwise qualifies as
a “subsidiary corporation” within the meaning of Section 424(f) of the Code or any successor thereto.


 


		2.	Purpose of the Plan.



 


The purpose of the
Plan is to provide an incentive for present and future employees of the Company and its Participating Subsidiaries to acquire a
proprietary interest (or increase an existing proprietary interest) in the Company through the purchase of Common Stock. The Company
intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code, and that the Plan
shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code.


 






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		3.	Shares Reserved for the Plan.



 


As of the effective
date of this restatement, the Company shall reserve for issuance and purchase by Participants under the Plan an aggregate of 3,000,000
shares of Common Stock in addition to shares previously reserved under the Plan, subject to adjustment as provided below in Section
13. Shares of Common Stock subject to the Plan may be newly issued shares or treasury shares. If and to the extent that any option
to purchase shares of Common Stock shall not be exercised for any reason, or if such right to purchase shares shall terminate as
provided herein, the shares that have not been so purchased hereunder shall again become available for the purposes of the Plan,
unless the Plan shall have been terminated.


 


		4.	Administration of the Plan.



 


(a)               The
Committee has been appointed by the Board to administer the Plan. The Committee shall have the authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan, to correct any defect or rectify any omission in the
Plan, or to reconcile any inconsistency in this Plan and any option to purchase shares granted hereunder, and to make all other
determinations necessary or advisable for the administration of the Plan. The Committee’s actions and determinations with
respect to the foregoing shall be final, conclusive and binding on all persons. The act or determination of a majority of the
members of the Committee shall be deemed to be the act or determination of the entire Committee.


 


(b)               The
Committee may, in its discretion, request advice or assistance, or employ such other persons as it deems necessary or appropriate
for the proper administration of the Plan, including, but not limited to employing a brokerage firm, bank or other financial institution
to assist in the purchase of shares, delivery of reports or other administrative aspects of the Plan.


 


		5.	Eligibility to Participate in the Plan.



 


Subject to limitations
imposed by Section 423(b) of the Code, each Eligible Employee who is employed by the Company or a Participating Subsidiary for
30 days prior to an Enrollment Date shall be eligible to participate in the Plan for the Offering Period beginning on that Enrollment
Date.


 


		6.	Election to Participate in the Plan.



 


(a)               Each
Eligible Employee may elect to participate in the Plan by completing an enrollment agreement in the form provided by the Company
and filing such enrollment agreement with the Company prior to the applicable Enrollment Date, unless the Committee establishes
another deadline for filing the enrollment agreement with respect to a given Offering Period.


 


(b)              
Unless a Participant withdraws from participation in the Plan as provided in Section 10 or authorizes a different
payroll deduction by filing a new enrollment agreement prior to the Enrollment Date of a succeeding Offering Period, a Participant
who is participating in an Offering Period as of the Exercise Date of such Offering Period shall be deemed to have (i) elected
to participate in the immediately succeeding Offering Period and (ii) authorized the same payroll deduction percentage for such
immediately succeeding Offering Period as was in effect for such Participant immediately prior to such succeeding Offering Period.


 






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		7.	Payroll Deductions.



 


(a)              All
Participant contributions to the Plan shall be made only by payroll deductions. Each time a Participant files the enrollment agreement
with respect to an Offering Period, the Participant shall authorize payroll deductions to be made during the Offering Period in
an amount from 1% to 10% (in whole percentages) of the Eligible Compensation that the Participant receives on each payroll date
during such Offering Period. Payroll deductions for a Participant shall commence on the first payroll date following the Enrollment
Date and shall end on the last payroll date in the Offering Period to which such authorization is applicable, unless sooner terminated
by the Participant as provided below in Section 10.


 


(b)              All
payroll deductions made for a Participant shall be deposited in the Company’s general corporate account and shall be credited
to the Participant’s account under the Plan. No interest shall accrue on or be credited with respect to the payroll deductions
of a Participant under the Plan. A Participant may not make any additional contributions into such account. All payroll deductions
received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.


 


(c)              
Except as provided in Section 10, a Participant may not change his contribution election during an Offering Period.


 


(d)              Notwithstanding
the foregoing provisions of this Section 7, no Participant may make payroll deductions during any calendar year in excess of $21,250,
or such other limit as may be established by the Committee, in its discretion.


 


		8.	Grant of Options.



 


(a)               On
the Enrollment Date of each Offering Period, subject to the limitations set forth in Sections 3 and 8(b) hereof, each Eligible
Employee shall be granted an option to purchase on the Exercise Date for such Offering Period a number of whole and, to the extent
permitted by the Committee, fractional shares of the Company’s Common Stock determined by dividing such Eligible Employee’s
payroll deductions accumulated during the Offering Period by the Exercise Price established for such Offering Period.


 


(b)              Notwithstanding
any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d)
of the Code) would own stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits such Eligible
Employee’s rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries to accrue
at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.


 






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		9.	Automatic Purchase.



 


Unless a Participant
withdraws from the Plan as provided below in Section 10, the Participant’s option for the purchase of shares will be exercised
automatically on each Exercise Date for which an enrollment agreement has been filed, and the maximum number of whole and, to the
extent permitted by the Committee, fractional shares subject to the option will be purchased for the Participant at the Exercise
Price established for that Offering Period, as provided above in Section 8. Any accumulated payroll deductions in excess of the
amount applied to purchase shares on the Exercise Date shall be refunded to the Participant as soon as administratively feasible
after the Exercise Date, unless the Committee establishes otherwise.


 


		10.	Withdrawal; Termination of Employment.



 


(a)              A
Participant may withdraw all of the payroll deductions credited to the Participant’s account for a given Offering Period
by providing written notice to the Company no later than 45 days prior to the last day of such Offering Period. A Participant
shall not be permitted to make a partial withdrawal of the payroll deductions credited to his account. All of the Participant’s
payroll deductions credited to the Participant’s account will be paid to him promptly after receipt of the Participant’s
notice of withdrawal, the Participant’s participation in the Plan will be automatically terminated, and no further payroll
deductions for the purchase of shares hereunder will be made. Payroll deductions will not resume on behalf of a Participant who
has withdrawn from the Plan, unless written notice is delivered to the Company within the enrollment period preceding the commencement
of a new Offering Period directing the Company to resume payroll deductions.


 


(b)              Upon termination of the Participant’s Continuous Employment prior to the Exercise Date of the Offering Period
for any reason, including retirement or death, the payroll deductions credited to the Participant’s account will be returned
to the Participant or, in the case of death, to the Participant’s estate, and the Participant’s options to purchase
shares under the Plan will be automatically terminated.


 


(c)               In
the event a Participant ceases to be an Eligible Employee during an Offering Period, the Participant will be deemed to have elected
to withdraw all payroll deductions credited to his account from the Plan. In such circumstance, the payroll deductions credited
to the Participant’s account will be returned to the Participant, and the Participant’s options to purchase shares
under the Plan will be terminated.


 


		11.	Transferability.



 


Options to purchase
Common Stock granted under the Plan are not transferable, in any manner, by a Participant and are exercisable only by the Participant.


 


		12.	Reports.



 


Individual notional
accounts will be maintained for each Participant in the Plan. Following each Exercise Date, Participants who have purchased shares
under Section 9 may access a summary of their purchases in the manner determined by the Committee.


 






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		13.	Adjustments Upon Changes in Capitalization.



 


(a)              
If the outstanding shares of Common Stock are increased or decreased, or are changed into or are exchanged for a
different number or kind of shares, as a result of one or more reorganizations, restructurings, recapitalizations, reclassifications,
stock splits, reverse stock splits, stock dividends or the like, upon authorization of the Committee, appropriate adjustments shall
be made in the number and/or kind of shares, and the per share purchase price thereof, which may be issued in the aggregate and
to any Participant upon exercise of options granted under the Plan.


 


(b)              In
the event of the proposed dissolution or liquidation of the Company, each Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise provided by the Committee. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under
the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary
of such successor corporation, unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption
or substitution, that the Participant shall have the right to exercise the option as to all of the optioned stock, including shares
as to which the option would not otherwise be exercisable. If the Committee makes an option fully exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Committee shall notify the Participant that the option shall be
fully exercisable for a stated period, which shall not be less than 10 days from the date of such notice, and the option will
terminate upon the expiration of such period.


 


(c)               In
all cases, the Committee shall have full discretion to exercise any of the powers and authority provided under this Section 13,
and the Committee’s actions hereunder shall be final and binding on all Participants. No fractional shares of stock shall
be issued under the Plan pursuant to any adjustment authorized under the provisions of this Section 13.


 


		14.	Amendment of the Plan.



 


The Company may at
any time, or from time to time, amend the Plan in any respect through action of the Board or, for any amendment that does not require
shareholder approval, through action of the Plan Sponsor Committee of the Waste Management Employee Benefit Plans; provided, however,
that the Plan may not be amended in any way that will cause rights issued under the Plan to fail to meet the requirements for employee
stock purchase plans as defined in Section 423 of the Code or any successor thereto, including, without limitation, shareholder
approval, if required.


 


		15.	Termination of the Plan.



 


The Plan and all rights
of Eligible Employees hereunder shall terminate:


 


(a)              
on the Exercise Date that Participants become entitled to purchase a number of shares greater than the number of
reserved shares remaining available for purchase under the Plan; or


 


(b)              
at any time, at the discretion of the Board.


 


In the event that the
Plan terminates under circumstances described in Section 15(a) above, reserved shares remaining as of the termination date shall
be sold to Participants on a pro rata basis.


 






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		16.	Notices.



 


All notices or other
communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.


 


		17.	Shareholder Approval.



 


This amended and restated
the Plan shall be subject to approval by the shareholders of the Company within twelve months after the date the amended and
restated Plan is adopted by the Board of Directors.


 


		18.	Conditions Upon Issuance of Shares.



 


(a)              
The Plan, the grant and exercise of options to purchase shares of Common Stock under the Plan, and the Company’s
obligation to sell and deliver shares upon the exercise of options to purchase shares shall be subject to all applicable federal,
state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may, in the opinion
of counsel for the Company, be required. Notwithstanding anything in the Plan to the contrary, share certificates shall not be
delivered to Participants until the later of (i) the date on which the applicable holding period to avoid a disqualifying disposition
(within the meaning of Code Section 421) expires, or (ii) the date that a Participant specifically requests a certificate for shares
purchased pursuant to the Plan.


 


(b)              The
Company may make such provisions, as it deems appropriate, for withholding by the Company pursuant to all applicable tax laws
of such amounts as the Company determines it is required to withhold in connection with the purchase or sale by a Participant
of any Common Stock acquired pursuant to the Plan. The Company may require a Participant to satisfy any relevant tax requirements
before authorizing any issuance of Common Stock to such Participant.


 






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		19.	General Provisions.



 


(a)               Notwithstanding
any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted
options under the Plan shall have the same rights and privileges.


 


(b)              Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an employee
or in any other capacity.


 


(c)              A
Participant will become a stockholder with respect to the shares of Common Stock that are purchased pursuant to options granted
under the Plan only when the shares are issued to the Participant in accordance with the terms of the Plan. A Participant will
have no rights as a stockholder with respect to shares of Common Stock for which an election to participate in an Offering Period
has been made until such Participant becomes a stockholder as provided above.


 


(d)              The
Plan shall be binding on the Company and its successors and assigns.


 


(e)              This
Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the
subject matter hereof.


 


(f)               The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of
Texas, without reference to the principles of conflicts of laws, and to applicable Federal or other securities laws.


 






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