EXHIBIT 10.2


 


2022 Long Term Incentive Compensation Award
Agreement


 


RSU Award under the


 


Waste Management, Inc. 2014 Stock Incentive
Plan


 


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


 


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


 


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.


 


Restricted Stock Units


 


		1.	RSU Grant. The Company grants to
                                            Employee the number of Restricted Stock Units (“RSUs”) provided
                                            in the Notice of Long Term Incentive Award dated          
                                            (the “Notice”). RSUs are notational units of measurement denominated
                                            in shares of common stock of the Company, $.01 par value (“Common Stock”).
                                            Each RSU represents a hypothetical share of Common Stock. Upon your timely execution of this
                                            Agreement, WM will credit your RSUs to an unfunded bookkeeping account for you.



 


		2.	Vesting of RSUs. The RSUs granted
                                            by this Agreement (“RSU Awards”) vest entirely on the third (3rd)
                                            anniversary of the Grant Date, unless earlier vested or forfeited under this Agreement. The
                                            date of vesting is the Vesting Date. Except as otherwise provided herein, your
                                            RSUs generally vest only if you are continuously employed from the Grant



 


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		 	Date to the Vesting Date, subject to
                                            the exceptions discussed below. The period of time from the Grant Date (inclusive) to the
                                            Vesting Date is the Restriction Period.


 


		3.	Timing and Form of Payment of RSU
                                            Award. Upon vesting, each RSU is converted to one share of Common Stock, free of any
                                            restrictions. WM will deliver the shares of Common Stock to you and make payment of the corresponding
                                            Dividend Equivalents as soon as administratively feasible (and no later than 74 days) following
                                            the Vesting Date.



 


Important Award Details


 


Your RSU 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 be
                                            entitled to immediate vesting in full of all RSUs under this Agreement (and related unpaid
                                            Dividend Equivalents attributable to the time period from the Grant Date to the time of such
                                            immediate vesting), which shall be issued and paid within 74 days following the date of such
                                            death or Disability, as applicable.



 


		2.	Retirement; Involuntary Termination of
                                            Employment Without Cause by WM.



 


		a.	Termination Without Cause. Upon
                                            an involuntary Termination of Employment by WM without Cause (as defined in paragraph 5.a.iii
                                            below), Employee shall be entitled to the amount of RSUs and any related Dividend Equivalents
                                            on such RSUs through the Vesting Date that Employee would have been entitled to under this
                                            Agreement if Employee had remained employed until the Vesting Date multiplied by the fraction
                                            which has as its numerator the total number of days that Employee was employed by WM during
                                            the period beginning on the Grant Date and ending on the date of Termination of Employment
                                            and has as its denominator 1095, which shall be issued and paid no later than 74 days following
                                            the normal Vesting Date (i.e. the three-year anniversary of the Grant Date).



 


		b.	Retirement. Upon Employee’s
                                            Retirement (as defined in paragraph 2.e below), Employee shall be entitled to the amount
                                            of RSUs and any related Dividend Equivalents on such RSUs through the Vesting Date that Employee
                                            would have been entitled to under this Agreement if Employee had remained employed until
                                            the Vesting Date multiplied by the fraction which has as its numerator the total number of
                                            days that Employee was employed by WM during the calendar year in which the Grant Date occurred
                                            and has as its denominator 365, which shall be issued and paid no later than 74 days following
                                            the normal Vesting Date (i.e. the three-year anniversary of the Grant Date). To illustrate
                                            the preceding sentence, if Employee retires on or after the first day of the calendar year
                                            following the calendar year in which the Grant Date occurs, he or she shall be entitled to
                                            receive a full payout at such time.



 


		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 5.a.i.
                                            below, but (ii) that would constitute a Change in Control of the subsidiary within the
                                            meaning of paragraph 5.a.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.	In order to receive any of the vesting
                                            described in paragraphs 1, 2.a, 2.b or 5, 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



 





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			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.


 


		e.	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 subparagraph 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.



 


		3.	Termination of Employment for Other Reasons.
                                            Except as provided in paragraphs 1 through 2 above and 5 below, Employee must be an employee
                                            of WM continuously from the Grant Date through the close of business on last day of the Restriction
                                            Period to be entitled to receive payment of any RSU Awards. Upon Termination of Employment
                                            on or before the lapse of the Restriction Period, for any reason other than termination that
                                            would qualify Employee for payout under paragraphs 1 through 2 above and 5 below, Employee
                                            shall immediately forfeit all unvested RSUs and any related Dividend Equivalents, without
                                            the payment of any consideration by WM.



 


		4.	Repayment of RSU 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 (i) materially increased the value of the payment
                                            or RSU 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 4 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 4,
                                            without any implication as to any other provision of this Agreement, shall survive the expiration
                                            or termination of this Agreement and Employee’s employment.



 





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		5.	Acceleration of Vesting upon Change in
                                            Control. If there is Change in Control prior to the close of the Restriction Period,
                                            all outstanding but unvested RSUs will be immediately vested in full and, along with all
                                            associated Dividend Equivalents up to the original Vesting Date, will be due and payable
                                            within 74 days following such original Vesting Date, unless the successor entity assumes
                                            all RSU Awards granted under the Plan and converts the awards to equivalent grants in the
                                            successor effective as of the Change in Control. If the successor entity so assumes and converts
                                            all RSU Awards granted under the Plan, upon Employee’s involuntary Termination of Employment
                                            without Cause during the Window Period or upon Employee’s Retirement, death or Disability,
                                            then all outstanding but unvested RSUs (or the equivalent grant in the successor entity)
                                            and the associated Dividend Equivalents through such date will become immediately vested
                                            in full as of such event 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 the original Vesting Date.



 


		a.	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


 





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any penalties or additional tax under
Section 409A, with respect to such award or portion of award the Change of Control event must also
constitute a “change in the ownership of a corporation,” a “change in the effective control of a corporation,”
or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning
of Section 409A.


 


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


 


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


 


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


 


		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; (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.



 


		6.	Dividend Equivalents. 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 RSUs as
                                            soon as administratively feasible (and no later than 74 days) following the original Vesting
                                            Date. The Company will make such payment in a lump sum cash amount for RSU Award Dividend
                                            Equivalents based on the number of RSUs vested multiplied by the per share quarterly dividend
                                            payments made to stockholders of the Company’s Common Stock during the Restriction
                                            Period (without any interest or compounding). Any accumulated and unpaid Dividend Equivalents
                                            attributable to RSUs that do not vest or that are cancelled or forfeited will not be paid
                                            and are immediately forfeited upon cancellation or forfeiture of the RSUs.



 





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General Terms


 


		1.	Restrictions on Transfer.



 


		a.	Absent prior written consent of the
                                            Committee, RSU 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 RSU 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 RSU Awards (and any associated Dividend Equivalents) under this Agreement. Upon the occurrence
                                            of a taxable event with respect to any RSU Award under this Agreement, Employee shall deliver
                                            to WM at such time, such amount of money or shares of Common Stock earned or owned by Employee,
                                            at Employee’s election, as WM may require to meet its obligation under applicable tax
                                            laws or regulations, and, if Employee fails to do so, WM is authorized to withhold from any
                                            shares of Common Stock deliverable to Employee, cash, or other form of remuneration then
                                            or thereafter payable to Employee, any tax required to be withheld.



 


		4.	Compliance with Securities Laws.
                                            WM is not required to deliver any shares of Common Stock under this Agreement, if, in the
                                            opinion of counsel for the Company, such issuance would violate the Securities Act of 1933
                                            or any other applicable federal or state securities laws or regulations. Prior to the issuance
                                            of any shares, WM may require Employee (or Employee’s legal representative upon Employee’s
                                            death or disability) to enter into such written representations, warranties and agreements
                                            as WM may reasonably request in order to comply with applicable laws, including an agreement
                                            (in such form as the Committee may specify) under which Employee represents that the shares
                                            of Common Stock acquired under an RSU 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 RSU 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 RSU 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 RSU 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.”



 





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



 


		b.	Employee
                                            understands and agrees that he or she is to consult with and rely upon only Employee’s
                                            own tax, legal, and financial advisors regarding the consequences and risks of this Agreement
                                            and the awards made under this Agreement.



 


		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 RSU 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 RSU 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.



 





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		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. For purposes of Section 409A,
                                            to the extent that Employee is a “specified employee” within the meaning of the
                                            Treasury Regulations issued pursuant to Section 409A as of Employee’s separation
                                            from service and to the limited extent necessary to avoid the imputation of any tax, penalty
                                            or interest pursuant to Section 409A, notwithstanding anything to the contrary in this
                                            Agreement, no amount which is subject to Section 409A of the Code and is payable on
                                            account of Employee’s separation from service shall be paid to Employee before the
                                            date (the “Delayed Payment Date”) which is the first day of the seventh month
                                            after the Employee’s separation from service or, if earlier, the date of the Employee’s
                                            death following such separation from service. All such amounts that would, but for the immediately
                                            preceding sentence, become payable prior to the Delayed Payment Date will be accumulated
                                            and paid without interest on the Delayed Payment Date.



 


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



 


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



 


		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,



 





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			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 4 under
                                            “Important Award Details”), the Company and Employee agree that such dispute
                                            shall be settled exclusively by final and binding arbitration, as governed by the Federal
                                            Arbitration Act (9 U.S.C. 1 et seq.).  The arbitration proceeding, including the rendering
                                            of an award, if any, shall be administered by JAMS pursuant to its Employment Arbitration
                                            Rules and Procedures, which may be found on the JAMS Website www.jamsadr.com. All expenses
                                            associated with the arbitration shall be borne by WM; provided however, that such arbitration
                                            expenses will not include attorney fees incurred by the respective parties. Judgment on any
                                            arbitration award may be entered in any court having jurisdiction.



 


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



 


 


Execution


 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be duly executed by one of its officers thereunto duly authorized and Employee has executed
this Agreement, effective as of               .


 


 


	WASTE
    MANAGEMENT, INC.	Employee

     

	 	 

    Accepted
    by Electronic Communication



 


Tamla D. Oates-Forney


 


 


Date:


 


 


 


 


 


 


 


 


 


 





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