exv10w1



 




Exhibit 10.1




EMPLOYMENT AGREEMENT



     
This EMPLOYMENT AGREEMENT (the “Agreement”) is made
and entered into on this 4th day of August, 2005, but as
effective as of the date set forth herein, by and between
Recycle America Alliance, L.L.C. and Patrick DeRueda (the
“Executive”). Recycle America Alliance, L.L.C. is an
indirect subsidiary of Waste Management, Inc. (“WMI”).
Recycle America Alliance, L.L.C. and all of its affiliates shall
be referred to herein as “the Company.”






		
	1.	
    Employment.



     
The Company shall employ Executive, and Executive shall be
employed by the Company upon the terms and subject to the
conditions set forth in this Agreement.



     
Executive acknowledges and represents that, any and all prior
employment agreements, are terminated, and that any and all
obligation of the Company created thereunder, whether express or
implied, are null and void and of no further force or effect,
and that the only rights, obligations and duties between the
Company and Executive are those expressly set forth in this
Agreement.






		
	2.	
    Term of Employment.



     
The period of Executive’s employment under this Agreement
shall commence on March 1, 2005 (“Employment
Date”), and shall continue for a period of two
(2) years, and shall automatically be renewed for
successive one (1) year periods on each anniversary of the
Employment Date thereafter, unless Executive’s employment
is terminated in accordance with Section 5 below. The
period during which Executive is employed hereunder shall be
referred to as the “Employment Period.”






		
	3.	
    Duties and Responsibilities.



     
(a) Executive shall serve as the President of
Recycle America Alliance, L.L.C. In such capacity, Executive
shall perform such duties and have the power, authority, and
functions commensurate with such position in similarly-sized
public companies, and have and possess such other authority and
functions as set forth by the Board of Managers of the Company,
and as may be assigned to Executive from time to time by the
Chief Executive Officer of WMI, the President of WMI, or the
Chief Operating Officer of WMI (in any such case, hereinafter
referred to as the “Chief Executive Officer”).



     
(b) Executive shall devote substantially all of his
working time, attention and energies to the business of the
Company, and its affiliated entities. Executive may make and
manage his personal investments (provided such investments in
other activities do not violate, in any material respect, the
provisions of Section 10 of this Agreement), be involved in
charitable and professional activities, and, with the prior
written consent of the Chief Executive Officer, serve on boards
of other for profit entities, provided such activities do not
materially interfere with the performance of his duties
hereunder (however, the Chief Executive Officer does not
typically allow officers to serve on more than one public
company board at a time).






		
	4.	
    Compensation and Benefits.



     
(a) Base Salary. During the Employment Period, the
Company shall pay Executive a base salary at the annual rate of
Two Hundred Seventy Thousand dollars ($270,000.00) per year, or
such higher rate as may be determined from time to time by the
Company (“Base Salary”). Such Base Salary shall be
paid in accordance with the Company’s standard payroll
practice for its executive officers. Once increased, Base Salary
shall not be reduced.



     
(b) Annual Bonus. During the Employment Period,
Executive will be entitled to participate in an annual incentive
compensation plan of the Company, as established by the
Compensation Committee of the Board from time to time. The
Executive’s target annual bonus will be sixty percent (60%)
of his Base Salary











 




in effect for such year (the “Target Bonus”), and his
actual annual bonus may range from 0% to 120% of Base Salary
(i.e., a maximum possible bonus of two times the Target
Bonus), and will be determined based upon (i) the
achievement of certain corporate performance goals, as may be
established and approved by from time to time by the
Compensation Committee of the Board of Directors of WMI, and
(ii) the achievement of personal performance goals as may
be established by Executive’s immediate supervisor. The
annual bonus for calendar year 2005 will be paid in 2006, if
earned, at the same time as similarly situated executive
employees of WMI receive or would otherwise receive their
bonuses, provided that Executive remains employed through the
end of the 2005 calendar year.



     
(c) Benefit Plans and Vacation. Subject to the terms
of such plans, Executive shall be eligible to participate in or
receive benefits under any pension plan, profit sharing plan,
salary deferral plan, medical and dental benefits plan, life
insurance plan, short-term and long-term disability plans, or
any other health, welfare or fringe benefit plan, generally made
available by the Company to similarly-situated executive
employees. Neither WMI nor the Company shall not be obligated to
institute, maintain, or refrain from changing, amending, or
discontinuing any benefit plan, or perquisite, so long as such
changes are similarly applicable to similarly situated employees
generally.



     
During the Employment Period, Executive shall be entitled to
vacation each year in accordance with the Company’s
policies in effect from time to time, but in no event less than
four (4) weeks paid vacation per calendar year.



     
(d) Expense Reimbursement. The Company shall
promptly reimburse Executive for the ordinary and necessary
business expenses incurred by Executive in the performance of
the duties hereunder in accordance with the Company’s
customary practices applicable to its executive officers.



     
(e) Other Perquisites. Executive shall be entitled
to all perquisites provided to Senior Vice Presidents of WMI as
approved by the Compensation Committee of the Board of Directors
of WMI, and as they may exist from time to time, including the
following:






		
	 	     
    (i) Automobile allowance at the annual rate of Twelve
    Thousand Dollars ($12,000.00), payable in accordance with the
    Company’s standard payroll practice for its executive
    officers and prorated in any year that Executive does not work a
    full calendar year;
	 
	 	     
    (ii) Financial planning services at actual cost, and not to
    exceed Fifteen Thousand Dollars ($15,000.00) annually;
	 
	 	     
    (iii) Additional one-time financial planning services at
    actual cost, not to exceed $20,000, for services in preparation
    for voluntary retirement (for such purposes voluntary retirement
    means retirement from the Company after attainment of both
    (x) the age of 55 and (y) a sum of years of services
    with the Company plus age equal to 65 or greater);
	 
	 	     
    (iv) Social organization initiation fees and dues with a
    benefit of a one-time initiation fee at actual cost (not to
    exceed ten percent (10%) of Executive’s Base Salary), and
    monthly dues at actual cost (not to exceed $500 per
    month); and
	 
	 	     
    (v) An annual physical examination on a program designated
    by the Company.






		
	5.	
    Termination of Employment.



     
Executive’s employment hereunder may be terminated during
the Employment Period under the following circumstances:



     
(a) Death. Executive’s employment hereunder
shall terminate upon Executive’s death.



     
(b) Total Disability. The Company may terminate
Executive’s employment hereunder upon Executive becoming
“Totally Disabled.” For purposes of this Agreement,
Executive shall be considered “Totally Disabled” if
Executive has been physically or mentally incapacitated so as to
render Executive incapable of performing the essential functions
of Executive’s position with or without reasonable
accommodation. Executive’s receipt of disability benefits
under the Company’s long-term disability plan or receipt of
Social



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Security disability benefits shall be deemed conclusive evidence
of Total Disability for purpose of this Agreement; provided,
however, that in the absence of Executive’s receipt of such
long-term disability benefits or Social Security benefits, the
Company’s Board may, in their reasonable discretion (but
based upon appropriate medical evidence), determine that
Executive is Totally Disabled.



     
(c) Termination by the Company for Cause. The
Company may terminate Executive’s employment hereunder for
“Cause” at any time after providing a Notice of
Termination for Cause to Executive.






		
	 	     
    (i) For purposes of this Agreement, the term
    “Cause” means any of the following: (A) willful
    or deliberate and continual refusal to perform Executive’s
    employment duties reasonably requested by the Company after
    receipt of written notice to Executive of such failure to
    perform, specifying such failure (other than as a result of
    Executive’s sickness, illness or injury) and Executive
    fails to cure such nonperformance within ten (10) days of
    receipt of said written notice; (B) breach of any statutory
    or common law duty of loyalty to the Company; (C) has been
    convicted of, or pleaded nolo contendre to, any felony;
    (D) willfully or intentionally caused material injury to
    the Company, its property, or its assets; (E) disclosed to
    unauthorized person(s) proprietary or confidential information
    of the Company; (F) any material violation or a repeated
    and willful violation of Company policies or procedures,
    including but not limited to, the Company’s or WMI’s
    Code of Business Conduct and Ethics (or any successor policy or
    policies) then in effect; or (G) breach of any of the covenants
    set forth in Section 10 hereof.
	 
	 	     
    (ii) For purposes of this Agreement, the phrase
    “Notice of Termination for Cause” shall mean a written
    notice that shall indicate the specific termination provision in
    Section 5(c)(i) relied upon, and shall set forth in
    reasonable detail the facts and circumstances which provide the
    basis for termination for Cause. Further, a Notification of
    Termination for Cause shall be required to include a copy of a
    resolution duly adopted by at least a majority of the entire
    membership of the Company’s Board of Managers at a meeting
    of the Board of Managers which was called for the purpose of
    considering such employment termination, and at which Executive
    and his representative had the right to attend and address the
    Board of Managers, finding that, in the good faith belief of the
    Board of Managers, Executive engaged in conduct set forth in
    Section 5(c)(i) herein and specifying the particulars
    thereof in reasonable detail. The date of termination for Cause
    shall be the date indicated in the Notice of Termination for
    Cause. Any purported termination for Cause which is held by an
    arbitrator not to have been based on the grounds set forth in
    this Agreement or not to have followed the procedures set forth
    in this Agreement shall be deemed a termination by the Company
    without Cause.



     
(d) Voluntary Termination by Executive. Executive
may terminate his employment hereunder with or without Good
Reason at any time upon written notice to the Company.






		
	 	     
    (i) A termination for “Good Reason” means a
    resignation of employment by Executive by written notice
    (“Notice of Termination for Good Reason”) given to the
    Company’s Chief Executive Officer or President within
    ninety (90) days after the occurrence of the Good Reason
    event, unless such circumstances are substantially corrected
    prior to the date of termination specified in the Notice of
    Termination for Good Reason. For purposes of this Agreement,
    “Good Reason” shall mean the occurrence or failure to
    cause the occurrence, as the case may be, without
    Executive’s express written consent, of any of the
    following circumstances: (A) the Company substantially
    changes Executive’s core duties or removes Executive’s
    responsibility for those core duties, so as to effectively cause
    Executive to no longer be performing the duties of his position
    (except in each case in connection with the termination of
    Executive’s employment for Death, Total Disability, or
    Cause, or temporarily as a result of Executive’s illness or
    other absence); provided that if the Company becomes a fifty
    percent or more subsidiary of any other entity, Executive shall
    be deemed to have a substantial change in the core duties of his
    position unless he is also the equivalent of a Subsidiary
    President of WMI or such other successor entity of the ultimate
    parent entity; (B) removal or the non-reelection of the
    Executive from the officer position with the Company specified
    herein, or removal of the Executive from any of his then officer
    positions; (C) any material breach by the Company of any
    provision of this Agreement, including without limitation
    Section 10 hereof; or (D) failure of any successor to
    the Company or to WMI (whether direct or indirect



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    and whether by merger, acquisition, consolidation or otherwise)
    to assume in a writing delivered to Executive upon the assignee
    becoming such, the obligations of the Company hereunder; or
    (E) the reassignment of Executive to a geographic location
    more than fifty (50) miles from his then business office
    location.
	 
	 	     
    (ii) A “Notice of Termination for Good Reason”
    shall mean a notice that shall indicate the specific termination
    provision relied upon and shall set forth in reasonable detail
    the facts and circumstances claimed to provide a basis for
    Termination for Good Reason. The failure by Executive to set
    forth in the Notice of Termination for Good Reason any facts or
    circumstances which contribute to the showing of Good Reason
    shall not waive any right of Executive hereunder or preclude
    Executive from asserting such fact or circumstance in enforcing
    his rights hereunder. The Notice of Termination for Good Reason
    shall provide for a date of termination not less than ten
    (10) nor more than sixty (60) days after the date such
    Notice of Termination for Good Reason is given, provided that in
    the case of the events set forth in Sections 5(d)(i)(A) or
    (B), the date may be five (5) business days after the
    giving of such notice. The Company, at its sole discretion, may
    waive this requirement.




     
(e) Termination by the Company without Cause. The
Company may terminate Executive’s employment hereunder
without Cause at any time upon written notice to Executive.



     
(f) Effect of Termination. Upon any termination of
employment for any reason, Executive shall immediately resign
from all Board memberships and other positions with the Company
or any of its subsidiaries held by him at such time.






		
	6.	
    Compensation Following Termination of Employment.



     
In the event that Executive’s employment hereunder is
terminated in a manner as set forth in Section 5 above,
Executive shall be entitled to the compensation and benefits
provided under this Section 6, as applicable to the form of
termination:



     
(a) Termination by Reason of Death. In the event
that Executive’s employment is terminated by reason of
Executive’s death, the Company shall pay the following
amounts to Executive’s beneficiary or estate:






		
	 	     
    (i) Any accrued but unpaid Base Salary for services
    rendered to the date of death, any accrued but unpaid expenses
    required to be reimbursed under this Agreement, any vacation
    accrued to the date of termination, any earned but unpaid
    bonuses for any prior calendar year, and, to the extent not
    otherwise paid, a pro-rata bonus or incentive compensation
    payment for the current calendar year to the extent payments are
    awarded to senior executives of the Company and paid at the same
    time as senior executives are paid.
	 
	 	     
    (ii) Any benefits to which Executive may be entitled
    pursuant to the plans, policies and arrangements (including
    those referred to in Section 4(d) hereof), as determined
    and paid in accordance with the terms of such plans, policies
    and arrangements.



     
(b) Termination by Reason of Total Disability. In
the event that Executive’s employment is terminated by the
Company by reason of Executive’s Total Disability (as
determined in accordance with Section 5(b)), the Company
shall pay the following amounts to Executive:






		
	 	     
    (i) Any accrued but unpaid Base Salary for services
    rendered to the date of termination, any accrued but unpaid
    expenses required to be reimbursed under this Agreement, any
    vacation accrued to the date of termination, and any earned but
    unpaid bonuses for any prior calendar year. Executive shall also
    be eligible for a pro-rata bonus or incentive compensation
    payment for the current calendar year to the extent such awards
    are made to senior executives of WMI for the year in which
    Executive is terminated, and to the extent not otherwise paid to
    the Executive.
	 
	 	     
    (ii) Any benefits to which Executive may be entitled
    pursuant to the plans, policies and arrangements (including
    those referred to in Section 4(d) hereof) shall be
    determined and paid in accordance with the terms of such plans,
    policies and arrangements.



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(c) Termination for Cause. In the event that
Executive’s employment is terminated by the Company for
Cause, the Company shall pay the following amounts to Executive:






		
	 	     
    (i) Any accrued but unpaid Base Salary for services
    rendered to the date of termination, any accrued but unpaid
    expenses required to be reimbursed under this Agreement, any
    vacation accrued to the date of termination, and any earned but
    unpaid bonuses for any prior calendar year.
	 
	 	     
    (ii) Any benefits to which Executive may be entitled
    pursuant to the plans, policies and arrangements (including
    those referred to in Section 4(d) hereof up to the date of
    termination) shall be determined and paid in accordance with the
    terms of such plans, policies and arrangements.



     
(d) Voluntary Termination by Executive. In the event
that Executive voluntarily terminates employment other than for
Good Reason, the Company shall pay the following amounts to
Executive:






		
	 	     
    (i) Any accrued but unpaid Base Salary for services
    rendered to the date of termination, any accrued but unpaid
    expenses required to be reimbursed under this Agreement, any
    vacation accrued to the date of termination, and any earned but
    unpaid bonuses for any prior calendar year.
	 
	 	     
    (ii) Any benefits to which Executive may be entitled
    pursuant to the plans, policies and arrangements (including
    those referred to in Section 4(d) hereof up to the date of
    termination) shall be determined and paid in accordance with the
    terms of such plans, policies and arrangements.



     
(e) Termination by the Company Without Cause Outside a
Change in Control Period; Termination by Executive for Good
Reason Outside a Change in Control Period. In the event that
Executive’s employment is terminated by the Company outside
a Change in Control Period (as defined in Section 7) for
reasons other than death, Total Disability or Cause, or
Executive terminates his employment for Good Reason outside of a
Change in Control Period, the Company shall pay the following
amounts to Executive:






		
	 	     
    (i) Any accrued but unpaid Base Salary for services
    rendered to the date of termination, any accrued but unpaid
    expenses required to be reimbursed under this Agreement, any
    vacation accrued to the date of termination, and any earned but
    unpaid bonuses for any prior calendar year.
	 
	 	     
    (ii) Any benefits to which Executive may be entitled
    pursuant to the plans, policies and arrangements referred to in
    Section 4(d) hereof shall be determined and paid in
    accordance with the terms of such plans, policies and
    arrangements.
	 
	 	     
    (iii) Subject to Executive’s execution of the Release
    (as defined in Section 7), an amount equal to two times the
    sum of Executive’s Base Salary plus his Target Annual Bonus
    (in each case, as then in effect), of which one-half shall be
    paid in a lump sum within ten (10) days after such
    termination and one-half shall be paid during the two
    (2) year period beginning on the date of Executive’s
    termination and shall be paid at the same time and in the same
    manner as Base Salary would have been paid if Executive had
    remained in active employment until the end of such period.
	 
	 	     
    (iv) Subject to Executive’s execution of the Release
    (as defined in Section 7), the Company at its expense will
    continue for Executive and Executive’s spouse and
    dependents, all health benefit plans, programs or arrangements,
    whether group or individual, disability, and other benefit
    plans, in which Executive was entitled to participate at any
    time during the twelve-month period prior to the date of
    termination, until the earliest to occur of (A) two years
    after the date of termination; (B) Executive’s death
    (provided that benefits provided to Executive’s spouse and
    dependents shall not terminate upon Executive’s death); or
    (C) with respect to any particular plan, program or
    arrangement, the date Executive becomes eligible to participate
    in a comparable benefit provided by a subsequent employer. In
    the event that Executive’s continued participation in any
    such Company plan, program, or arrangement is prohibited, the
    Company will arrange to provide Executive with benefits
    substantially similar to those which Executive would have been
    entitled to receive under such plan, program, or arrangement,
    for such period on a basis which provides Executive with no
    additional after tax cost.
	 
	 	     
    (v) Subject to Executive’s execution of the Release
    (as defined in Section 7), Executive shall be eligible for
    a bonus or incentive compensation payment, at the same time, on
    the same basis, and to the



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    same extent payments are made to senior executives of the
    Company, pro-rated for the fiscal year in which the Executive is
    terminated.




     
(f) Suspension and Refund of Termination Benefits for
Subsequently Discovered Cause. Notwithstanding any provision
of this Agreement to the contrary, if within one (1) year
of termination of employment of Executive by the Company for any
reason other than for Cause, it is determined by Company that
Executive could have been terminated for Cause then, to the
extent permitted by law:






		
	 	     
    (i) the Company and/or WMI may elect to cancel any and all
    payments of any benefits otherwise due Executive, but not yet
    paid, under this Agreement or otherwise; and
	 
	 	     
    (ii) Executive will refund to the Company and/or WMI any
    amounts, plus interest, previously paid by Company to Executive
    pursuant to Subsections 6(e)(iii), 6(e)(iv) or 6(e)(v).






		
	7.	
    Resignation by Executive for Good Reason or Termination by
    Company Without Cause During a Change in Control Period.



     
(a) Certain Terminations During a Change in Control
Period. In the event a Change in Control occurs and
(x) Executive terminates his employment for Good Reason
during a Change in Control Period , or (y) the Company
terminates Executive’s employment without Cause (and for
reason other than Death of Total Disability) during a Change in
Control Period, the Company shall, subject to Executive’s
execution of the Release (as defined in this Section 7),
pay the following amounts to Executive:






		
	 	     
    (i) The payments and benefits provided for in
    Section 6(e), except that (A) the amount and period
    with respect to which severance is calculated pursuant to
    Section 6(e)(iii) will be three (3) years and the
    amount shall be paid in a lump-sum and (B) the benefit
    continuation period in Section 6(e)(iv) shall be for three
    (3) years.
	 
	 	     
    (ii) Executive shall also receive a bonus or incentive
    compensation payment for the calendar year of the termination,
    payable at 100% of the maximum bonus available to Executive,
    pro-rated as of the effective date of the termination. Such
    bonus payment shall be payable within five (5) days after
    the effective date of Executive’s termination. Except as
    may be provided under this Section 7 or under the terms of
    any incentive compensation, employee benefit, or fringe benefit
    plan applicable to Executive at the time of Executive’s
    termination of employment, Executive shall have no right to
    receive any other compensation, or to participate in any other
    plan, arrangement or benefit, with respect to future periods
    after such resignation or termination.



     
(b) Certain Additional Payments by the Company.






		
	 	     
    (i) In the event that the Executive shall become entitled
    to payments and/or benefits provided by this Agreement or any
    other amounts in the “nature of compensation” (whether
    pursuant to the terms of this Agreement or any other plan,
    arrangement or agreement with the Company, any person whose
    actions result in a change of ownership or effective control
    covered by Section 280G(b)(2) of the Code or any person
    affiliated with the Company or such person) as a result of such
    change in ownership or effective control (collectively the
    “Company Payments”), and such Company Payments will be
    subject to the tax (the “Excise Tax”) imposed by
    Section 4999 of the Code (and any similar tax that may
    hereafter be imposed by any taxing authority) the Company shall
    pay to the Executive at the time specified in
    subsection (iv) below an additional amount (the
    “Gross-up Payment”) such that the net amount retained
    by the Executive, after deduction of any Excise Tax on the
    Company Payments and any U.S. federal, state, and for local
    income or payroll tax upon the Gross-up Payment provided for by
    this Section 7(b), but before deduction for any
    U.S. federal, state, and local income or payroll tax on the
    Company Payments, shall be equal to the Company Payments.
	 
	 	     
    (ii) For purposes of determining whether any of the Company
    Payments and Gross-up Payments (collectively the “Total
    Payments”) will be subject to the Excise Tax and the amount
    of such Excise Tax, (x) the Total Payments shall be treated
    as “parachute payments” within the meaning of
    Section 280G(b)(2) of the Code, and all “parachute
    payments” in excess of the “base amount” (as



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    defined under Code Section 280G(b)(3) of the Code) shall be
    treated as subject to the Excise Tax, unless and except to the
    extent that, in the opinion of the Company’s independent
    certified public accountants appointed prior to any change in
    ownership (as defined under Code Section 280G(b)(2) or tax
    counsel selected by such accountants (the
    “Accountants”) such Total Payments (in whole or in
    part) either do not constitute “parachute payments,”
    represent reasonable compensation for services actually rendered
    within the meaning of Section 280G(b)(4) of the Code in
    excess of the “base amount” or are otherwise not
    subject to the Excise Tax, and (y) the value of any
    non-cash benefits or any deferred payment or benefit shall be
    determined by the Accountants in accordance with the principles
    of Section 280G of the Code.
	 
	 	     
    (iii) For purposes of determining the amount of the
    Gross-up Payment, the Executive shall be deemed to pay
    U.S. federal income taxes at the highest marginal rate of
    U.S. federal income taxation in the calendar year in which
    the Gross-up Payment is to be made and state and local income
    taxes at the highest marginal rate of taxation in the state and
    locality of the Executive’s residence for the calendar year
    in which the Company Payment is to be made, net of the maximum
    reduction in U.S. federal income taxes which could be
    obtained from deduction of such state and local taxes if paid in
    such year. In the event that the Excise Tax is subsequently
    determined by the Accountants to be less than the amount taken
    into account hereunder at the time the Gross-up Payment is made,
    the Executive shall repay to the Company, at the time that the
    amount of such reduction in Excise Tax is finally determined,
    the portion of the prior Gross-up Payment attributable to such
    reduction (plus the portion of the Gross-up Payment attributable
    to the Excise Tax and U.S. federal, state and local income
    tax imposed on the portion of the Gross-up Payment being repaid
    by the Executive if such repayment results in a reduction in
    Excise Tax or a U.S. federal, state and local income tax
    deduction), plus interest on the amount of such repayment at the
    rate provided in Section 1274(b)(2)(B) of the Code.
    Notwithstanding the foregoing, in the event any portion of the
    Gross-up Payment to be refunded to the Company has been paid to
    any U.S. federal, state and local tax authority, repayment
    thereof (and related amounts) shall not be required until actual
    refund or credit of such portion has been made to the Executive,
    and interest payable to the Company shall not exceed the
    interest received or credited to the Executive by such tax
    authority for the period it held such portion. The Executive and
    the Company shall mutually agree upon the course of action to be
    pursued (and the method of allocating the expense thereof) if
    the Executive’s claim for refund or credit is denied.
	 
	 	     
    In the event that the Excise Tax is later determined by the
    Accountant or the Internal Revenue Service to exceed the amount
    taken into account hereunder at the time the Gross-up Payment is
    made (including by reason of any payment the existence or amount
    of which cannot be determined at the time of the Gross-up
    Payment), the Company shall make an additional Gross-up Payment
    in respect of such excess (plus any interest or penalties
    payable with respect to such excess) at the time that the amount
    of such excess is finally determined.
	 
	 	     
    (iv) The Gross-up Payment or portion thereof provided for
    in subsection (iii) above shall be paid not later than
    the thirtieth (30th) day following an event occurring which
    subjects the Executive to the Excise Tax; provided, however,
    that if the amount of such Gross-up Payment or portion thereof
    cannot be finally determined on or before such day, the Company
    shall pay to the Executive on such day an estimate, as
    determined in good faith by the Accountant, of the minimum
    amount of such payments and shall pay the remainder of such
    payments (together with interest at the rate provided in
    Section 1274(b)(2)(B) of the Code), subject to further
    payments pursuant to subsection (iii) hereof, as soon
    as the amount thereof can reasonably be determined, but in no
    event later than the ninetieth day after the occurrence of the
    event subjecting the Executive to the Excise Tax. In the event
    that the amount of the estimated payments exceeds the amount
    subsequently determined to have been due, such excess shall
    constitute a loan by the Company to the Executive, payable on
    the fifth day after demand by the Company (together with
    interest at the rate provided in Section 1274(b)(2)(B) of
    the Code).
	 
	 	     
    (v) In the event of any controversy with the Internal
    Revenue Service (or other taxing authority) with regard to the
    Excise Tax, the Executive shall permit the Company to control
    issues related to the Excise Tax (at its expense), provided that
    such issues do not potentially materially adversely affect the
    Executive, but the Executive shall control any other issues. In
    the event the issues are interrelated, the




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    Executive and the Company shall in good faith cooperate so as
    not to jeopardize resolution of either issue, but if the parties
    cannot agree the Executive shall make the final determination
    with regard to the issues. In the event of any conference with
    any taxing authority as to the Excise Tax or associated income
    taxes, the Executive shall permit the representative of the
    Company to accompany the Executive, and the Executive and the
    Executive’s representative shall cooperate with the Company
    and its representative.
	 
	 	     
    (vi) The Company shall be responsible for all charges of
    the Accountant.
	 
	 	     
    (vii) The Company and the Executive shall promptly deliver
    to each other copies of any written communications, and
    summaries of any verbal communications, with any taxing
    authority regarding the Excise Tax covered by this
    Section 7(b).




     
(c) Certain Definitions.



     
(i) For purposes of this Agreement, “Change in
Control” means the first to occur on or after the date on
which this Agreement is first signed, the occurrence of any of
the following events:






		
	 	     
    (a) any Person is or becomes the Beneficial Owner, directly
    or indirectly, of securities of WMI representing twenty-five
    percent (25%) or more of the combined voting power of WMI’s
    then outstanding voting securities;
	 
	 	     
    (b) the following individuals cease for any reason to
    constitute a majority of the number of directors then serving:
    individuals who, on the Commencement Date, constitute the Board
    of Directors of WMI and any new director (other than a director
    whose initial assumption of office is in connection with an
    actual or threatened election contest, including but not limited
    to a consent solicitation, relating or the election of directors
    of the Company) whose appointment or election by the Board or
    nomination for election by the Company’s stockholders was
    approved or recommended by a vote of at least two-thirds
    (2/3rds)
    of the directors then still in office who either were directors
    on the Commencement Date or whose appointment, election or
    nomination for election was previously so approved or
    recommended (the “Incumbent Board”);
	 
	 	     
    (c) there is a consummated merger or consolidation of the
    Company pursuant to which no securities of the Company are owned
    by WMI or its direct or indirect subsidiaries, or a merger or
    consolidation of WMI or any direct or indirect subsidiary of WMI
    (other than the Company) with any other corporation, other than
    (1) a merger or consolidation which would result in the
    voting securities of WMI outstanding immediately prior thereto
    continuing to represent (either by remaining outstanding or by
    being converted into voting securities of the surviving or
    parent entity) more than fifty percent (50%) of the combined
    voting power of the voting securities of WMI or such surviving
    or parent entity outstanding immediately after such merger or
    consolidation or (2) a merger or consolidation effected to
    implement a recapitalization of WMI (or similar transaction) in
    which no Person, directly or indirectly, acquired twenty-five
    percent (25%) or more of the combined voting power of WMI’s
    then outstanding securities; or
	 
	 	     
    (d) the stockholders of the Company or WMI approve a plan
    of complete liquidation of the Company or WMI or there is
    consummated an agreement for the sale or disposition by the
    Company of all or substantially all of the Company’s or
    WMI’s assets (or any transaction having a similar effect),
    other than a sale or disposition by the Company or WMI 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 and/or WMI in substantially the same proportions as
    their ownership of the Company and/or WMI immediately prior to
    such sale.



     
(ii) For purposes of this Section 7, “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3
under the Exchange Act;



     
(iii) For purposes of this Agreement, “Change in
Control Period” means the period commencing on the date
occurring six months immediately prior to the date on which a
Change in Control occurs and ending on the second anniversary of
the date on which a Change in Control occurs.



8







 



     
(iv) For purposes of this Agreement, “Exchange
Act’ means the Securities and Exchange Act of 1934, as
amended from time to time;



     
(v) For purposes of this Section 7, “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) WMI, (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company,
(3) an employee benefit plan of the Company or WMI,
(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 WMI in
substantially the same proportions as their ownership of shares
of Common Stock of WMI.



     
(vi) For purposes of this Agreement, “Release”
means that specific document which the Company shall present to
Executive for consideration and execution after any termination
of employment pursuant to Section 5(e) and
Section 6(e), wherein if he agrees to such, he will
irrevocably and unconditionally release and forever discharge
WMI, the Company, their respective subsidiaries, affiliates and
related parties from any and all causes of action which
Executive at that time had or may have had against the Company
(excluding any claim for indemnity under this Agreement, any
claim under state workers’ compensation or unemployment
laws, or any claim under COBRA).



     
8. No Other Benefits or Compensation. Except as may
be provided under this Agreement, or under the terms of any
incentive compensation, employee benefit, or fringe benefit plan
applicable to Executive at the time of Executive’s
termination or resignation, Executive shall have no right to
receive any other compensation, or to participate in any other
plan, arrangement or benefit, with respect to future periods
after such termination or resignation.



     
9. No Mitigation; No Set-Off. In the event of any
termination of employment hereunder, Executive shall be under no
obligation to seek other employment, and there shall be no
offset against any amounts due Executive under this Agreement on
account of any remuneration attributable to any subsequent
employment that Executive may obtain. The amounts payable
hereunder shall not be subject to setoff, counterclaim,
recoupment, defense or other right which the Company may have
against the Executive or others, except upon obtaining by the
Company of a final non-appealable judgment against Executive.






		
	10.	
    Covenants



     
(a) Company Property. All written materials,
records, data, and other documents prepared or possessed by
Executive during Executive’s employment with the Company
are the Company’s property. All information, ideas,
concepts, improvements, discoveries, and inventions that are
conceived, made, developed, or acquired by Executive
individually or in conjunction with others during
Executive’s employment (whether during business hours and
whether on the Company’s premises or otherwise) which
relate to the Company’s business, products, or services are
the Company’s sole and exclusive property. All memoranda,
notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps, and all other
documents, data, or materials of any type embodying such
information, ideas, concepts, improvements, discoveries, and
inventions are the Company’s property. At the termination
of Executive’s employment with the Company for any reason,
Executive shall return all of the Company’s documents,
data, or other Company property to the Company.



     
(b) Confidential Information; Non-Disclosure.
Executive acknowledges that the business of the Company is
highly competitive and that the Company has provided and will
continue to provide Executive with access to “Confidential
Information” relating to the business of the Company, WMI
and their respective affiliates.



     
For purposes of this Agreement, “Confidential
Information” means and includes the Company’s and
WMI’s confidential and/or proprietary information and/or
trade secrets that have been developed or used and/or will be
developed and that cannot be obtained readily by third parties
from outside sources. Confidential Information includes, by way
of example and without limitation, the following information
regarding customers, employees, contractors, and the industry
not generally known to the public; strategies,



9






 




methods, books, records, and documents; technical information
concerning products, equipment, services, and processes;
procurement procedures and pricing techniques; the names of and
other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for
that customer, type and amount of services used, credit and
financial data, and/or other information relating to the
Company’s and/or WMI’s relationship with that
customer); pricing strategies and price curves; positions,
plans, and strategies for expansion or acquisitions; budgets;
customer lists; research; weather data; financial and sales
data; trading methodologies and terms; evaluations, opinions,
and interpretations of information and data; marketing and
merchandising techniques; prospective customers’ names and
marks; grids and maps; electronic databases; models;
specifications; computer programs; internal business records;
contracts benefiting or obligating the Company and/or WMI; bids
or proposals submitted to any third party; technologies and
methods; training methods and training processes; organizational
structure; personnel information, including salaries of
personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary
information. Information need not qualify as a trade secret to
be protected as Confidential Information under this Agreement,
and the authorized and controlled disclosure of Confidential
Information to authorized parties by WMI, and/or the Company in
the pursuit of its business will not cause the information to
lose its protected status under this Agreement. Executive
acknowledges that this Confidential Information constitutes a
valuable, special, and unique asset used by WMI and/or the
Company or their respective affiliates in their businesses to
obtain a competitive advantage over their competitors. Executive
further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of
critical importance to WMI, the Company and their respective
affiliates in maintaining their competitive position.



     
Executive has and will continue to have access to, or knowledge
of, Confidential Information of third parties, such as actual
and potential customers, suppliers, partners, joint venturers,
investors, financing sources, and the like, of WMI, the Company
and their respective affiliates.



     
The Company also agrees to provide Executive with one or more of
the following: access to Confidential Information; specialized
training regarding the Company’s and/or WMI’s
methodologies and business strategies, and/or support in the
development of goodwill such as introductions, information and
reimbursement of customer development expenses consistent with
Company policy. The foregoing is not contingent on continued
employment, but is contingent upon Executive’s use of the
Confidential Information access, specialized training, and
goodwill support provided by Company for the exclusive benefit
of the Company and upon Executive’s full compliance with
the restrictions on Executive’s conduct provided for in
this Agreement.



     
In addition to the requirements set forth in
Section 5(c)(i), Executive agrees that Executive will not
after Executive’s employment with the Company, make any
unauthorized disclosure of any then Confidential Information or
specialized training of the Company or its affiliates, or make
any use thereof, except in the carrying out of his employment
responsibilities hereunder. Executive also agrees to preserve
and protect the confidentiality of third party Confidential
Information to the same extent, and on the same basis, as the
Company’s Confidential Information.



     
(c) Unfair Competition Restrictions. The Company and
WMI agree to and shall provide Executive with immediate access
to Confidential Information. Ancillary to the rights provided to
Executive following employment termination, the Company’s
and WMI“s provision of Confidential Information,
specialized training, and/or goodwill support to Executive, and
Executive’s agreements, regarding the use of same, and in
order to protect the value of the above-referenced stock
options, any restricted stock, training, goodwill support and/or
the Confidential Information described above, the Company and
Executive agree to the following provisions against unfair
competition. Executive agrees that for a period of two
(2) years following the termination of employment for any
reason (“Restricted Term”), Executive will not,
directly or indirectly, for Executive or for others, anywhere in
the United States (including all parishes in Louisiana, and
Puerto Rico) (the “Restricted Area”) do the following,
unless expressly authorized to do so in writing by the Chief
Executive Officer:






		
	 	
    Engage in, or assist any person, entity, or business engaged in,
    the selling or providing of products or services that would
    displace the products or services that (i) the Company
    and/or WMI is currently in



10







 


		
	 	
    the business of providing and was in the business of providing,
    or was planning to be in the business of providing, at the time
    Executive was employed with the Company, and (ii) that
    Executive had involvement in or received Confidential
    Information about in the course of employment; the foregoing is
    expressly understood to include, without limitation, the
    business of the collection, transfer, recycling and resource
    recovery, or disposal of solid waste, hazardous or other waste,
    including the operation of waste-to-energy facilities.




     
It is further agreed that during the Restricted Term, Executive
cannot engage in any of the enumerated prohibited activities in
the Restricted Area by means of telephone, telecommunications,
satellite communications, correspondence, or other contact from
outside the Restricted Area. Executive further understands that
the foregoing restrictions may limit his ability to engage in
certain businesses during the Restricted Term, but acknowledges
that these restrictions are necessary to protect the
Confidential Information that WMI and the Company have provided
to Executive.



     
A failure to comply with the foregoing restrictions will create
a presumption that Executive is engaging in unfair competition.
Executive agrees that this Section defining unfair competition
with the Company and/or WMI does not prevent Executive from
using and offering the skills that Executive possessed prior to
receiving access to Confidential Information, confidential
training, and knowledge from the Company and/or WMI. This
Agreement creates an advance approval process, and nothing
herein is intended, or will be construed as, a general
restriction against the pursuit of lawful employment in
violation of any controlling state or federal laws. Executive
shall be permitted to engage in activities that would otherwise
be prohibited by this covenant if such activities are determined
in the sole discretion of the Chief Executive Officer to be no
material threat to the legitimate business interests of the
Company and/or WMI.



     
(d) Non-Solicitation of Customers. For a period of
two (2) years following the termination of employment for
any reason, Executive will not call on, service, or solicit
competing business from customers of WMI, the Company and their
respective affiliates whom Executive, within the previous twelve
(12) months, (i) had or made contact with, or
(ii) had access to information and files about, or induce
or encourage any such customer or other source of ongoing
business to stop doing business with WMI or the Company.



     
(e) Non-Solicitation of Employees. During
Executive’s employment, and for a period of two
(2) years following the termination of employment for any
reason, Executive will not, either directly or indirectly, call
on, solicit, encourage, or induce any other employee or officer
of WMI, the Company or their respective affiliates whom
Executive had contact with, knowledge of, or association within
the course of employment with the Company to terminate his
employment, and will not assist any other person or entity in
such a solicitation.



     
(f) Non-Disparagement. Executive covenants and
agrees that Executive shall not engage in any pattern of conduct
that involves the making or publishing of written or oral
statements or remarks (including, without limitation, the
repetition or distribution of derogatory rumors, allegations,
negative reports or comments) which are disparaging, deleterious
or damaging to the integrity, reputation or good will of the
Company or WMI, their respective management, or of management of
corporations affiliated with the Company or WMI.






		
	11.	
    Enforcement of Covenants.



     
(a) Termination of Employment and Forfeiture of
Compensation. Executive agrees that any breach by Executive
of any of the covenants set forth in Section 10 hereof
during Executive’s employment by the Company, shall be
grounds for immediate dismissal of Executive for Cause pursuant
to Section 5(c)(i), which shall be in addition to and not
exclusive of any and all other rights and remedies the Company
may have against Executive.



     
(b) Right to Injunction. Executive acknowledges that
a breach of the covenants set forth in Section 10 hereof
will cause irreparable damage to the Company and/or WMI with
respect to which the Company’s and/or WMI’s remedy at
law for damages will be inadequate. Therefore, in the event of
breach or anticipatory breach of the covenants set forth in this
section by Executive, Executive and the Company agree that the



11







 




Company shall be entitled to seek the following particular forms
of relief, in addition to remedies otherwise available to it at
law or equity: (A) injunctions, both preliminary and
permanent, enjoining or restraining such breach or anticipatory
breach and Executive hereby consents to the issuance thereof
forthwith and without bond by any court of competent
jurisdiction; and (B) recovery of all reasonable sums as
determined by a court of competent jurisdiction expended and
costs, including reasonable attorney’s fees, incurred by
the Company and/or WMI to enforce the covenants set forth in
this section.



     
(c) Separability of Covenants. The covenants
contained in Section 10 hereof constitute a series of
separate but ancillary covenants, one for each applicable State
in the United States and the District of Columbia, and one for
each applicable foreign country. If in any judicial proceeding,
a court shall hold that any of the covenants set forth in
Section 10 exceed the time, geographic, or occupational
limitations permitted by applicable laws, Executive and the
Company agree that such provisions shall and are hereby reformed
to the maximum time, geographic, or occupational limitations
permitted by such laws. Further, in the event a court shall hold
unenforceable any of the separate covenants deemed included
herein, then such unenforceable covenant or covenants shall be
deemed eliminated from the provisions of this Agreement for the
purpose of such proceeding to the extent necessary to permit the
remaining separate covenants to be enforced in such proceeding.
Executive and the Company further agree that the covenants in
Section 10 shall each be construed as a separate agreement
independent of any other provisions of this Agreement, and the
existence of any claim or cause of action by Executive against
the Company whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company
of any of the covenants of Section 10.






		
	12.	
    Indemnification.



     
The Company shall indemnify and hold harmless Executive to the
fullest extent permitted by Delaware law for any action or
inaction of Executive while serving as an officer and director
of the Company or, at the Company’s request, as an officer
or director of any other entity or as a fiduciary of any benefit
plan. This provision includes the obligation and undertaking of
the Executive to reimburse the Company for any fees advanced by
the Company on behalf of the Executive should it later be
determined that Executive was not entitled to have such fees
advanced by the Company under Delaware law. The Company shall
cover the Executive under directors and officers liability
insurance both during and, while potential liability exists,
after the Employment Period in the same amount and to the same
extent as the Company covers its other officers and directors.






		
	13.	
    Arbitration.



     
Except with respect to enforcement of the covenants contained in
Section 11 herein, the parties agree that any dispute
relating to this Agreement, or to the breach of this Agreement,
arising between Executive and the Company shall be settled by
arbitration in accordance with the Federal Arbitration Act and
the commercial arbitration rules of the American Arbitration
Association (“AAA”), or any other mutually agreed upon
arbitration service. The arbitration proceeding, including the
rendering of an award, shall take place in Houston, Texas, and
shall be administered by the AAA (or any other mutually agreed
upon arbitration service). The arbitrator shall be jointly
selected by the Company and Executive within thirty
(30) days of the notice of dispute, or if the parties
cannot agree, in accordance with the commercial arbitration
rules of the AAA (or any other mutually agreed upon arbitration
service). All fees and expenses associated with the arbitration
shall be borne equally by Executive and the Company during the
arbitration, pending final decision by the arbitrator as to who
should bear fees, unless otherwise ordered by the arbitrator.
The arbitrator shall not be authorized to create a cause of
action or remedy not recognized by applicable state or federal
law. The award of the arbitrator shall be final and binding upon
the parties without appeal or review, except as permitted by the
arbitration laws of the State of Texas. The award shall be
enforceable through a court of law upon motion of either party.



12







 






		
	14.	
    Disputes and Payment of Attorney’s Fees.



     
If at any time during the term of this Agreement or afterwards
there should arise any dispute as to the validity,
interpretation or application of any term or condition of this
Agreement, the Company agrees, upon written demand by Executive
(and Executive shall be entitled upon application to any court
of competent jurisdiction, to the entry of a mandatory
injunction, without the necessity of posting any bond with
respect thereto, compelling the Company) to promptly provide
sums sufficient to pay on a current basis (either directly or by
reimbursing Executive) Executive’s costs and reasonable
attorney’s fees (including expenses of investigation and
disbursements for the fees and expenses of experts, etc.)
incurred by Executive in connection with any such dispute or any
litigation, provided that Executive shall repay any such amounts
paid or advanced if Executive is not the prevailing party with
respect to at least one material claim or issue in such dispute
or litigation. The provisions of this Section 11, without
implication as to any other section hereof, shall survive the
expiration or termination of this Agreement and of
Executive’s employment hereunder.






		
	15.	
    Requirement of Timely Payments.



     
If any amounts which are required, or determined to be paid or
payable, or reimbursed or reimbursable, to Executive under this
Agreement (or any other plan, agreement, policy or arrangement
with the Company) are not so paid promptly at the times provided
herein or therein, such amounts shall accrue interest,
compounded daily, at an 8% annual percentage rate, from the date
such amounts were required or determined to have been paid or
payable, reimbursed or reimbursable to Executive, until such
amounts and any interest accrued thereon are finally and fully
paid, provided, however, that in no event shall the amount of
interest contracted for, charged or received hereunder, exceed
the maximum non-usurious amount of interest allowed by
applicable law.






		
	16.	
    Withholding of Taxes.



     
The Company may withhold from any compensation and benefits
payable under this Agreement all applicable federal, state,
local, or other taxes.






		
	17.	
    Source of Payments.



     
All payments provided under this Agreement, other than payments
made pursuant to a plan which provides otherwise, shall be paid
from the general funds of the Company, and no special or
separate fund shall be established, and no other segregation of
assets made, to assure payment. Executive shall have no right,
title or interest whatever in or to any investments which the
Company may make to aid the Company in meeting its obligations
hereunder. To the extent that any person acquires a right to
receive payments from the Company hereunder, such right shall be
no greater than the right of an unsecured creditor of the
Company.






		
	18.	
    Assignment.



     
Except as otherwise provided in this Agreement, this Agreement
shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, representatives, successors
and assigns. This Agreement shall not be assignable by Executive
(but any payments due hereunder which would be payable at a time
after Executive’s death shall be paid to Executive’s
designated beneficiary or, if none, his estate) and shall be
assignable by the Company only to any financially solvent
corporation or other entity resulting from the reorganization,
merger or consolidation of the Company with any other
corporation or entity or any corporation or entity to or with
which the Company’s business or substantially all of its
business or assets may be sold, exchanged or transferred, and it
must be so assigned by the Company to, and accepted as binding
upon it by, such other corporation or entity in connection with
any such reorganization, merger, consolidation, sale, exchange
or transfer in a writing delivered to Executive in a form
reasonably acceptable to Executive (the provisions of this
sentence also being applicable to any successive such
transaction).



13







 






		
	19.	
    Entire Agreement; Amendment.



     
This Agreement shall supersede any and all existing oral or
written agreements, representations, or warranties between
Executive, the Company, WMI or any their respective subsidiaries
or affiliated entities relating to the terms of Executive’s
employment. It may not be amended except by a written agreement
signed by both Executive and the Company.






		
	20.	
    Governing Law.



     
This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas applicable to agreements
made and to be performed in that State, without regard to its
conflict of laws provisions.






		
	21.	
    Notices.



     
Any notice, consent, request or other communication made or
given in connection with this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed
by registered or certified mail, return receipt requested, or by
facsimile or by hand delivery, to those listed below at their
following respective addresses or at such other address as each
may specify by notice to the others:



     
To the Company:






		
	 	
    Waste Management , Inc.
	 	
    1001 Fannin, Suite 4000
	 	
    Houston, Texas 77002
	 	
    Attention: Corporate Secretary



     
To Executive:






		
	 	
    At the address for Executive set forth below.






		
	22.	
    Miscellaneous.



     
(a) Waiver. The failure of a party to insist upon
strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver thereof or deprive that party
of the right thereafter to insist upon strict adherence to that
term or any other term of this Agreement.



     
(b) Separability. Subject to Section 11 hereof,
if any term or provision of this Agreement is declared illegal
or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, such term or provision
shall immediately become null and void, leaving the remainder of
this Agreement in full force and effect.



     
(c) Headings. Section headings are used herein for
convenience of reference only and shall not affect the meaning
of any provision of this Agreement.



     
(d) Rules of Construction. Whenever the context so
requires, the use of the singular shall be deemed to include the
plural and vice versa.



     
(e) Counterparts. This Agreement may be executed in
any number of counterparts, each of which so executed shall be
deemed to be an original, and such counterparts will together
constitute but one Agreement.



14







 



     
IN WITNESS WHEREOF, this Agreement is EXECUTED as of the date
first set forth above and effective as set forth therein.






		
	 	
    RECYCLE AMERICA ALLIANCE, L.L.C.
	 	
    (The “Company”)






			
	 	By: 	
    /s/ Larry O’Donnell



		
	 	
     

	 	
    Larry O’Donnell
	 	
    On behalf of the Board of Managers




/s/ Patrick DeRueda




 





Patrick DeRueda




(“Executive”)



15