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Published: 2008-03-26

Employment Agreement - USA Waste Services Inc. and Charles A. Wilcox



                              EMPLOYMENT AGREEMENTUSA WASTE SERVICES, INC. (the "Company"), and CHARLES A. WILCOX (the"Executive") hereby enter into this EMPLOYMENT AGREEMENT ("Agreement") dated asof 2-3-98, as follows:1. EMPLOYMENT.The Company shall employ Executive, and Executive shall be employed by theCompany upon the terms and subject to the conditions set forth in thisAgreement.2. TERM OF EMPLOYMENT.The period of Executive's employment under this Agreement shall begin as ofJanuary 1, 1997, and shall be for continuously renewing three (3) year terms,unless Executive's employment is terminated in accordance with Section 5 below.3. DUTIES AND RESPONSIBILITIES.(a)  Executive shall serve as Regional Vice President, and report to President     and Chief Operating Officer. In such capacity, Executive shall perform such     duties as may be assigned to Executive from time to time by the Board of     Directors of the Company, or the Chief Operating Officer of the Company, or     the Chief Executive Officer of the Company.(b)  Executive shall faithfully serve the Company, and/or its affiliated     corporations, devote Executive's full working time, attention and energies     to the business of the Company, and/or its affiliated corporations, and     perform the duties under this Agreement to the best of Executive's     abilities. 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 8 of this Agreement.(c)  Executive shall (i) comply with all applicable laws, rules and regulations,     and all requirements of all applicable regulatory, self-regulatory, and     administrative bodies; (ii) comply with the Company's rules, procedures,     policies, requirements, and directions; and (iii) not engage in any other     business or employment without the written consent of the Company except as     otherwise specifically provided herein.4. COMPENSATION AND BENEFITS.(a)  BASE SALARY. During the Employment Term, the Company shall pay Executive a     base salary at the annual rate of three hundred ten thousand ($310,000)     dollars 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 executives.   2(b)  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 executives, provided that such expenses     are incurred and accounted for in accordance with the Company's policy.(c)  BENEFIT PLANS. Executive shall be eligible to participate in or receive     benefits under any pension plan, profit sharing plan, medical and dental     benefits plan, life insurance plan, short-term and long-term disability     plans, supplemental and/or incentive compensation plans, or any other     fringe benefit plan, generally made available by the Company to executives     working pursuant to this form of Agreement (hereinafter referred to as     "similarly situated executives."(d)  EMPLOYEE'S EXPENSES. All costs and expenses (including reasonable legal,     accounting and other advisory fees) incurred by the Executive to (i) defend     the validity of this Agreement, (ii) contest any determination by the     Company concerning the amounts payable (or reimbursable) by the Company to     the Executive under this Agreement, (iii) determine in any tax year of the     Executive, the tax consequences to the Executive of any amount payable (or     reimbursable) under Section 7(b) or 7(c) hereof, or (iv) prepare responses     to an Internal Revenue Service audit of, and to otherwise defend, his     personal income tax return for any year which is the subject of any such     audit, or an adverse determination, administrative proceedings or civil     litigation arising therefrom that is occasioned by or related to any audit     by the Internal Revenue Service of the Company's income tax returns, are,     upon written demand by the Executive, to be promptly advanced or reimbursed     to the Executive, or paid directly, on a current basis, by the Company or     its successors.5. TERMINATION OF EMPLOYMENT.Executive's employment hereunder may be terminated under the followingcircumstances:(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 "Totally Disabled" if Executive is physically     or mentally incapacitated so as to render Executive incapable of     performing Executive's usual and customary duties under this Agreement.     Executive's receipt of disability benefits under the Company's long-term     disability plan or receipt of Social 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 of Directors may, in its reasonable discretion (but based     upon appropriate medical evidence), determine that Executive is Totally     Disabled.                                  Page 2 of 15   3(c)  TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive's     employment hereunder for "Cause" at any time after providing written notice     to Executive.     (i)   For purposes of this Agreement, the term "Cause" shall mean any of            the following: (A) conviction of a crime (including conviction on a            nolo contendere plea) involving a felony or, in the good faith            judgment of the Company's Board of Directors, fraud, dishonesty, or            moral turpitude; (B) deliberate and continual refusal to perform            employment duties reasonably requested by the Company or an affiliate           after thirty (30) days' written notice by certified mail of such            failure to perform, specifying that the failure constitutes cause            (other than as a result of vacation, sickness, illness or injury);            (C) fraud or embezzlement determined in accordance with the Company's           normal, internal investigative procedures consistently applied in            comparable circumstances; (D) gross misconduct or gross negligence in           connection with the business of the Company or an affiliate which has           substantial effect on the Company or the affiliate; or (E) breach of           any of the covenants set forth in Section 8 hereof.     (ii)  An individual will be considered to have been terminated for Cause if           the Company determines that the individual engaged in an act           constituting Cause at any time prior to a payment date for an award,           regardless of whether the individual terminates employment            voluntarily or is terminated involuntarily, and regardless of            whether the individual's termination initially was considered to            have been for Cause.     (iii) Any determination of Cause under this Agreement shall be made by           resolution of the Company's Board of Directors adopted by the           affirmative vote of not less than a majority of the entire membership           of the Board of Directors at a meeting called and held for that           purpose and at which Executive is given an opportunity to be heard.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment     hereunder at any time after providing ninety (90) days' written notice to     the Company, or for good reason as described in Section 7 of this     Agreement.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate     Executive's employment hereunder without Cause at any time after providing     written notice to Executive.6.   COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.In the event that Executive's employment hereunder is terminated, Executiveshall be entitled to the following compensation and benefits upon suchtermination:(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:                                  Page 3 of 15   4     (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; a pro-rata "bonus" or incentive compensation           payment to the extent payments are awarded to similarly situated           executives and paid at the same time as similarly situated executives           are paid; and any vacation accrued to the date of death.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            as determined and paid in accordance with the terms of such plans,           policies and arrangements.     (iii) An amount equal to the Base Salary (at the rate in effect as of the           date of Executive's death) which would have been payable to Executive           if Executive had continued in employment until the end of the current           Employment Term (three [3] years). Such amount shall be paid in a           single lump sum cash payment within thirty (30) days after            Executive's death.     (iv)  As of the date of termination by reason of Executive's death, stock           options awarded to Executive shall be fully vested. Executive's            estate or beneficiary shall have up to one (1) year from the date of           death to exercise all such options. (b)  TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's     employment is terminated 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. Executive shall also be eligible for a bonus or            incentive compensation payment to the extent such awards are made to           similarly situated executives, pro-rated for the year in which            Executive is terminated and paid at the same time as similarly            situated executives are paid.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) The Base Salary (at the rate in effect as of the date of Executive's           Total Disability) which would have been payable to Executive if           Executive had continued in active employment until the end of the           current Employment Term (three [3] years). Payment shall be made at           the same time and in the same manner as such compensation would have           been paid if Executive had remained in active employment until the            end of such period.     (iv)  As of the date of termination by reason of Executive's total           disability, Executive shall be fully vested in all stock option           awards. Executive shall have up to one (1)                                  Page 4 of 15   5          year from the date of termination by reason of total disability to          exercise all such options.(c)  TERMINATION FOR CAUSE. In the event that Executive's employment is     terminated by the Company for Cause pursuant to Section 5(c), 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.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof 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 terminates     employment pursuant to Section 5(d), and other than for a resignation     tendered pursuant to Section 7 of this Agreement, 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.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that Executive's     employment is terminated by the Company pursuant to Section 5(e) for     reasons other than death, Total Disability or 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.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An annual amount equal to 75 percent (75%) of the average of           Executive's "Total Annual Direct Compensation" for the two highest of           the three most recent calendar years prior to Executive's            termination. Such annual amount shall be paid during the three (3)            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. For                                  Page 5 of 15   6           purposes of this Agreement, the term "Total Annual Direct           Compensation" means the total of the Base Salary and other cash           compensation payable to Executive attributable to a calendar year (A)           including any cash compensation which would have been payable for            such year but for Executive's election to defer payment of such           compensation and (B) excluding any amounts recognized as compensation           as a result of Executive's exercise of a stock option or receipt of a           stock award.     (iv)  The Company completely at its expense will continue for Executive and           Executive's spouse and dependents, all health benefit plans, programs           or arrangements, whether group or individual, 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)           three (3) years after the date of termination; (B) Executive's death           (provided that benefits payable to Executive's beneficiaries shall            not terminate upon Executive's death); or (C) with respect to any           particular plan, program or arrangement, the date Executive becomes           covered by a comparable benefit by a subsequent employer. In the            event that Executive's continued participation in any such plan,            program, or arrangement of the Company 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.     (v)   Except to the extent prohibited by law, Executive will be 100% vested           in all benefits, awards, and grants accrued but unpaid as of the date           of termination under any pension plan, profit sharing plan,           supplemental and/or incentive compensation plans, and stock option           plans in which Executive was a participant as of the date of           termination. Executive shall have one (1) year from the date of           termination to exercise stock options. Executive shall also be           eligible for a bonus or incentive compensation payment, to the extent           payments are made to similarly situated executives, pro-rated for the           year in which the Executive is terminated, paid at the same time as           similarly situated executives are paid.(f)  NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this     Agreement, 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 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     termination or resignation.(g)  SUSPENSION OR TERMINATION OF BENEFITS AND COMPENSATION. In the event that     the Company, in its sole discretion determines that, without the Company's     express written consent, Executive has     (i)  directly or indirectly engaged in, assisted or have any active          interest or involvement whether as an employee, agent, consultant,          creditor, advisor, officer, director, stockholder (excluding holding          of less than 1% of the stock of a public company),                                  Page 6 of 15   7          partner, proprietor, or any type of principal whatsoever, in any          person, firm, or business entity which is directly or indirectly          competitive with the Company or any of its affiliates, or     (ii) directly or indirectly, for or on behalf of any person, firm, or          business entity which is directly or indirectly competitive with the          Company or any of its affiliates (A) solicited or accepted from any          person or entity who is or was a client of the Company during the term          of Executive's employment hereunder or during any of the twelve          calendar months preceding or following the termination of Executive's          employment any business for services similar to those rendered by the          Company, (B) requested or advised any present or future customer of          the Company to withdraw, curtail or cancel its business dealings with          the Company, or (C) requested or advised any employee of the Company          to terminate his or her employment with the Company;     the Company shall have the right to suspend or terminate any or all     remaining benefits payable pursuant to Section 6 of this Agreement. Such     suspension or termination of benefits shall be in addition to and shall not     limit any and all other rights and remedies that the Company may have     against Executive.7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWINGCHANGE IN CONTROL.(a)  RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a     "Change in Control" occurs, Executive will be paid the compensation     described in this Section 7 if Executive resigns or is terminated (both a     "resignation" and "termination" being referred to as "termination" for the     purposes of this Section 7) from employment with the Company at any time     prior to the six (6) month anniversary of the date of the Change in Control     following the occurrence of any of the following events:     (i)   without Executive's express written consent, the assignment to           Executive of any duties inconsistent with Executive's positions,           duties, responsibilities and status with the Company immediately           before a Change in Control, or a change in Executive's reporting,           responsibilities, titles or offices as in effect immediately before a           Change in Control, or any removal of Executive from, or any failure            to re-elect Executive to, any of such positions, except in connection           with the termination of Executive's employment as a result of death,           or by the Company for Disability or Cause, or by Executive other than           for the reasons described in this Section 7(a);     (ii)  a reduction by the Company in Executive's Base Salary as in effect           immediately before a Change in Control plus all increases therein           subsequent thereto;     (iii) the failure of the Company substantially to maintain and to continue           Executive's participation in the Company's benefit plans as in effect           immediately before a Change in Control and with all improvements           therein subsequent thereto (other than                                  Page 7 of 15   8           those plans or improvements that have expired thereafter in            accordance with their original terms), or the taking of any action            which would materially reduce Executive's benefits under any of such            plans or deprive Executive of any material fringe benefit enjoyed by            Executive immediately before a Change in Control, unless such            reduction or termination is required by law;     (iv)  the failure of the Company to provide Executive with an appropriate           adjustment to compensation such as a lump sum relocation bonus,            salary adjustment and/or housing allowance so that Executive can            purchase comparable primary housing if required to relocate (it being           the intention of this Section 7[a][iv] to keep the Executive "whole"           if required to relocate). In this regard, comparable housing shall be           determined by comparing factors such as location (taking into            account, by way of example, items such as the value of the            surrounding neighborhood, reputation of the public school district,            if applicable, security and proximity to Executive's place of work),           quality of construction, design, age, size of the housing and the            ratio of the monthly payments including principle, interest, taxes            and insurance to the Executive's take home pay, to housing most            recently owned by Executive prior to, or as of the effective date of           the change of control;     (v)   the failure by the Company to pay Executive any portion of            Executive's current compensation, or any portion of Executive's            compensation deferred under any plan, agreement or arrangement of or           with the Company, within seven (7) days of the date such            compensation is due; or     (vi)  the failure by the Company to obtain an assumption of, and agreement           to perform the obligations of the Company under this Agreement by any           successor to the Company.(b)  COMPENSATION PAYABLE. In the event that Executive terminates employment     pursuant to Section 7(a), 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.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4c hereof,            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An amount equal to $1.00 less than three (3) times Executive's "base           amount" within the full meaning of Section 280G of the Internal           Revenue Code. Such amount shall be paid to Executive in a single lump           sum cash payment within five (5) business days after the effective           date of Executive's termination.                                  Page 8 of 15   9     (iv) Executive will be 100% vested in all benefits, awards, and grants          (including stock options) accrued but unpaid as of the date of          termination under any non-qualified pension plan, supplemental and/or          incentive compensation or bonus plans, in which Executive was a          participant as of the date of termination. Executive shall also be          eligible for a bonus or incentive compensation payment (the "bonus          payment"), payable at 100% of the maximum bonus available to          Executive, pro-rated as of the effective date of the termination. The          bonus payment shall be payable within five (5) days after the          effective date of Employee's termination. Employee shall have until          the expiration date shown on the stock option award in which to          exercise the options which have vested pursuant to this section.          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 resignation from          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.     (c)  CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any          portion of the benefits payable under this Agreement, and any other          payments and benefits under any other agreement with, or plan of the          Company to or for the benefit of the Executive (in aggregate, "Total          Payments") constitute an "excess parachute payment" within the meaning          of Section 280G of the Internal Revenue Code (the "Code"), then the          Company shall pay the Executive as promptly as practicable following          such determination an additional amount (the "Gross-up Payment")          calculated as described below to reimburse the Executive on an          after-tax basis for any excise tax imposed on such payments under          Section 4999 of the Code. The Gross-up Payment shall equal the amount,          if any, needed to ensure that the net parachute payments (including          the Gross-up Payment) actually received by the Executive after the          imposition of federal and state income, employment and excise taxes          (including any interest or penalties imposed by the Internal Revenue          Service), are equal to the amount that the Executive would have netted          after the imposition of federal and state income and employment taxes,          had the Total Payments not been subject to the taxes imposed by          Section 4999. For purposes of this calculation, it shall be assumed          that the Executive's tax rate will be the maximum federal rate to be          computed with regard to Section 1(g) of the Code.          In the event that the Executive and the Company are unable to agree as          to the amount of the Gross-up Payment, if any, the Company shall          select a law firm or accounting firm from among those regularly          consulted (during the twelve-month period immediately prior to a          Change-in-Control) by the Company regarding federal income tax matters          and such law firm or accounting firm shall determine the amount of          Gross-up Payment and such determination shall be final and binding          upon the Executive and the Company.     (d)  CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control"          means the occurrence of any of the following events:          (i)  Any transfer to, assignment to, or any acquisition by any person,               corporation or other entity, or group thereof, of the beneficial               ownership, within the meaning of Section 13(d) of the Securities               Exchange Act of 1934, of any securities of the                                   Page 9 of 15   10               Company, which transfer, assignment or acquisition results in               such person, corporation, entity, or group thereof, becoming the               beneficial owner, directly or indirectly, of securities of the               Company representing 25 percent (25%) or more of the combined               voting power of the Company's then outstanding securities; or          (ii) As a result of a tender offer, merger, consolidation, sale of               assets, or contested election, or any combination of such               transactions, the persons who were directors immediately before               the transaction shall cease to constitute a majority of the Board               of Directors of the Company or any successor to the Company.8. RESTRICTIVE COVENANTS(a)  COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times     during Executive's period of employment with the Company, and during the     period that payments are made to Executive pursuant to Section 6 of this     Agreement, Executive will not engage in, assist, or have any active     interest or involvement (whether as an employee, agent, consultant,     creditor, advisor, officer, director, stockholder (excluding holding of     less than 1% of the stock of a public company), partner, proprietor or any     type of principal whatsoever in any person, firm, or business entity which,     directly or indirectly, is engaged in the same business as that conducted     and carried on by the Company, without the Company's specific written     consent to do so. Executive further agrees that for a period of one (1)     year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or for a period of two (2) years following the date     of termination, whichever is later, Executive will not, directly or     indirectly, within 75 miles of any operating location of any affiliate of     the Company, engage in, assist, or have any active interest or involvement,     whether as an employee, agent, consultant, creditor, advisor, officer,     director, stockholder (excluding holding of less that 1% of the stock of a     public company), partner, proprietor or any type of principal whatsoever in     any person, firm, or business entity which, directly or indirectly, is     engaged in the same business as that conducted and carried on by the     Company or any of its affiliated companies, without the Company's specific     written consent to do so.(b)  NON-SOLICITATION. Executive covenants and agrees that at all times during     Executive's period of employment with the Company, and for a period of one     (1) year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or two (2) years after the date of termination of the     Executive's employment, whichever date is later, whether such termination     is voluntary or involuntary by wrongful discharge, or otherwise, Executive     will not directly or indirectly (i) induce any customers of the Company or     corporations affiliated with the Company to patronize any similar business     which competes with any material business of the Company; (ii) canvass,     solicit or accept any similar business from any customer of the Company or     corporations affiliated with the Company; (iii) directly or indirectly     request or advise any customers of the Company or corporations affiliated     with the Company to withdraw, curtail or cancel such customer's business     with the Company; or (iv) directly or indirectly disclose to any other     person, firm or corporation the names or addresses of any of the customers     of the Company or corporations affiliated with the Company.                                 Page 10 of 15   11(c)  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, its management, or of     management of corporations affiliated with the Company.(d)  PROTECTED INFORMATION. Executive recognizes and acknowledges that Executive     has had and will continue to have access to various confidential or     proprietary information concerning the Company and corporations affiliated     with the Company of a special and unique value which may include, without     limitation, (i) books and records relating to operation, finance,     accounting, sales, personnel and management, (ii) policies and matters     relating particularly to operations such as customer service requirements,     costs of providing service and equipment, operating costs and pricing     matters, and (iii) various trade or business secrets, including customer     lists, route sheets, business opportunities, marketing or business     diversification plans, business development and bidding techniques, methods     and processes, financial data and the like (collectively, the "Protected     Information"). Executive therefore covenants and agrees that Executive will     not at any time, either while employed by the Company or afterwards,     knowingly make any independent use of, or knowingly disclose to any other     person or organization (except as authorized by the Company) any of the     Protected Information.9. 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 8     hereof during Executive's employment by the Company, shall be grounds for     immediate dismissal of Executive and forfeiture of any accrued and unpaid     salary, bonus, commissions or other compensation of such Executive as     liquidated damages, 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 8 hereof will cause irreparable damage to the Company     with respect to which the Company's remedy at law for damages will be     inadequate. Therefore, in the event of breach of anticipatory breach of the     covenants set forth in this section by Executive, Executive and the Company     agree that the Company shall be entitled to the following particular forms     of relief, in addition to remedies otherwise available to it at law or     equity; (i) injunctions, both preliminary and permanent, enjoining or     retraining such breach or anticipatory breach and Executive hereby consents     to the issuance thereof forthwith and without bond by any court of     competent jurisdiction; and (ii) recovery of all reasonable sums expended     and costs, including reasonable attorney's fees, incurred by the Company to     enforce the covenants set forth in this section.(c)  SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof     constitute a series of separate covenants, one for each applicable State in     the United States and the District of                                 Page 11 of 15   12     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 8 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 8 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 8.10. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.If at any time during the term of this Agreement or afterwards there shouldarise any dispute as to the validity, interpretation or application of any termor condition of this Agreement, the Company agrees, upon written demand byExecutive (and Executive shall be entitled upon application to any court ofcompetent jurisdiction, to the entry of a mandatory injunction, without thenecessity of posting any bond with respect thereto, compelling the Company) topromptly provide sums sufficient to pay on a current basis (either directly orby reimbursing Executive) Executive's costs and reasonable attorney's fees(including expenses of investigation and disbursements for the fees and expensesof experts, etc.) incurred by Executive in connection with any such dispute orany litigation, (a) provided that Executive shall repay any such amounts paid oradvanced if Executive is not the prevailing party with respect to any dispute orlitigation arising under Sections 5c or 8 of this Agreement, or (b) regardlessof whether Executive is the prevailing parry in a dispute or in litigationinvolving any other provision of this Agreement, provided that the court inwhich such litigation is first initiated determines with respect to thisobligation, upon application of either party hereto, Executive did not initiatefrivolously such litigation. Under no circumstances shall Executive be obligatedto pay or reimburse the Company for any attorneys' fees, costs or expensesincurred by the Company. The provisions of this Section 10 shall survive theexpiration or termination of this Agreement and of Executive's employmenthereunder.11. WITHHOLDING OF TAXES.The Company may withhold from any compensation and benefits payable under thisAgreement all applicable federal, state, local, or other taxes.                                 Page 12 of 15   1312. NON-DISCLOSURE OF AGREEMENT TERMS.Executive agrees that Executive will not disclose the terms of this Agreement toany third party other than Executive's immediate family, attorney, accountants,or other consultants or advisors or except as may be required by anygovernmental authority.13. SOURCE OF PAYMENTS.All payments provided under this Agreement, other than payments made pursuant toa plan which provides otherwise, shall be paid from the general funds of theCompany, and no special or separate fund shall be established, and no othersegregation of assets made, to assure payment. Executive shall have no right,title or interest whatever in or to any investments which the Company may maketo aid the Company in meeting its obligations hereunder. To the extent that anyperson acquires a right to receive payments from the Company hereunder, suchright shall be no greater than the right of an unsecured creditor of theCompany.14. ASSIGNMENT.Except as otherwise provided in this Agreement, this Agreement shall inure tothe benefit of and be binding upon the parties hereto and their respectiveheirs, representatives, successors and assigns. This Agreement shall not beassignable by Executive, and shall be assignable by the Company only to anyfinancially solvent corporation or other entity resulting from thereorganization, merger or consolidation of the Company with any othercorporation or entity or any corporation or entity to or with which theCompany'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, andaccepted as binding upon it by, such other corporation or entity in connectionwith any such reorganization, merger, consolidation, sale, exchange or transfer(the provisions of this sentence also being applicable to any successive suchtransaction).15. ENTIRE AGREEMENT; AMENDMENT.This Agreement shall supersede any and all existing oral or written agreements,representations, or warranties between Executive and the Company or any of itssubsidiaries or affiliated entities relating to the terms of Executive'semployment by the Company. It may not be amended except by a written agreementsigned by both parties.16. GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the laws ofthe State of Texas applicable to agreements made and to be performed in thatState, without regard to its conflict of laws provisions.                                  Page 13 of 15   1417. NOTICES.Any notice, consent, request or other communication made or given in connectionwith this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by registered or certified mail, return receiptrequested, or by facsimile or by hand delivery, to those listed below at theirfollowing respective addresses or at such other address as each may specify bynotice to the others:                  To the Company:                  USA Waste Services, Inc.                  1001 Fannin, Suite 4000                  Houston, Texas 77002                  Attention:   Corporate Secretary                  To Executive:                  At the address for Executive set forth below.18. 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 9 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.                                 Page 14 of 15   15IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe day and year first above written.USA WASTE SERVICES, INC.By: /s/ [ILLEGIBLE]                        Date:        2/3/98    ------------------------------               ----------------------Name:      ----------------------------Title:       ---------------------------EXECUTIVE    /s/ CHARLES A. WILCOX                  Date:       2/3/98----------------------------------               ----------------------Address: 511 VALHALLA DR.         -------------------------         SEWICKLEY, PA 15143         -------------------------                                 Page 15 of 15
/Compensation/Employment AgreementsWaste Management Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/W/Waste-Management-Inc-/1822
1823Employment Agreement - Waste Management Inc. and William L. Trubeck

                              EMPLOYMENT AGREEMENT

WASTE MANAGEMENT, INC. (the 'Company'), and WILLIAM L. TRUBECK (the 'Executive')
hereby enter into this EMPLOYMENT AGREEMENT ('Agreement') dated as of February
16, 2000 (the 'Agreement Date'), as follows:

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.

2.       TERM OF EMPLOYMENT.

The period of Executive's employment under this Agreement shall commence on
March 13, 2000, or sooner at the option of the Executive, and be for a
continuously renewing (on a daily basis) five (5) year term, without any further
action by either the Company or Executive, unless Executive's employment is
terminated in accordance with Section 5 below. The date on which Executive
commences employment with the Company shall be referred to as the 'Commencement
Date' and 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 Senior Vice President and Chief Financial
         Officer reporting to the Chief Executive Officer of the Company. In
         such capacities, Executive shall perform such duties and have the
         power, authority and functions commensurate with such positions in
         similarly sized public companies and such other authority and functions
         consistent with such positions as may be assigned to Executive from
         time to time by the Board of Directors of the Company (the 'Board').

(b)      Executive shall devote substantially all of his working time, attention
         and energies to the business of the Company, and 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 8 of this Agreement), be involved in
         charitable and professional activities and, with the consent of the
         Board (which shall not unreasonably be withheld or delayed) serve on
         boards of other for profit entities, provided such activities do not
         materially interfere with the performance of his duties hereunder.
         Service on the for profit boards that Executive is currently serving on
         (Bush Brothers & Company, Yellow Corporation and Vision Technologies)
         are hereby approved.

4.       COMPENSATION AND BENEFITS.

(a)      BASE SALARY. During the Employment Period, the Company shall pay
         Executive a base salary at the annual rate of five hundred thousand
         ($500,000) dollars 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.
         The Executive's target annual bonus will be sixty percent (60%) of his
         Base Salary as in effect for such year (the 'Target Bonus'), and his
         actual annual bonus may range from 0% to 120% (two times target), and
         will be determined based upon achievement of performance goals (seventy
         percent (70%) financial (return on capital investments and EBITDA) and
         thirty percent (30%) personal) as approved by the Compensation
         Committee of the Board. The annual bonus will be paid within 30 days
         following the Compensation Committee's first meeting following the year
         end accounting close.

(c)      SIGN-ON BONUS. Within thirty (30) days after the Commencement Date, the
         Company will pay Executive a two hundred thousand ($200,000) dollar
         sign-on bonus.

(d)      FIRST BONUS GUARANTEED. The Company will pay to Executive a minimum
         guaranteed bonus in the amount of two hundred thousand ($200,000)
         dollars, to be paid within 30 days following the Compensation
         Committee's first meeting following the year end accounting close in
         2001.

(e)      STOCK OPTIONS.

         (i)   As of the Agreement Date, Executive will be granted a ten-year
               stock option award under the Company's Stock Incentive Plan to
               purchase four hundred thousand (400,000) shares of common stock
               of the Company ('Stock'). The exercise price shall be the fair
               market value on the Agreement Date, and the options shall vest in
               equal installments on each of the first four (4) anniversaries of
               the Agreement Date.

         (ii)  At the February/March, 2001 meeting of the Compensation Committee
               of the Board, Executive will, subject to approval by the
               Compensation Committee, be granted a ten (10) year stock option
               award under the Company's Stock Incentive Plan to purchase two
               hundred thousand (200,000) shares of Stock. The exercise price
               shall be the fair market value on the date the Compensation
               Committee awards the options, and the options shall vest in equal
               installments over four (4) years, commencing on the first
               anniversary of the date of grant. Thereafter, Executive shall
               participate in the Company's annual stock option award program as
               administered by, and at the discretion of, the Compensation
               Committee of the Board.

(f)      OTHER COMPENSATION. Executive shall be entitled to participate in the
         Company's 'Executive Deferral Plan' and any incentive or supplemental
         compensation plan, or arrangement maintained or instituted by the
         Company, and covering its principal executive officers, at a level
         commensurate with his positions and to receive additional compensation
         from the Company in such form, and to such extent, if any, as the
         Compensation Committee may in its sole discretion from time to time
         specify.

(g)      BENEFIT PLANS AND VACATION. Executive shall be eligible to participate
         in or receive benefits under any pension plan, profit sharing plan,
         medical and dental benefits plan, life 





                                  Page 2 of 19


         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 its executive officers at a level commensurate with his
         positions. All waiting periods for welfare and health plans shall be
         waived, and pre-existing medical conditions for Executive and
         Executive's family members will not be a basis for withholding medical
         insurance benefits. 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. The Executive shall also be
         entitled to such periods of sick leave as is customarily provided by
         the Company for its senior executive employees. Executive shall be
         eligible to participate in the Company's 401(k) Plan after 90 days of
         employment.

(h)      OTHER PERQUISITES. Executive shall be entitled to the following
         benefits:

         1.    Auto Allowance in the amount of one thousand ($1,000) dollars per
               month;

         2.    Financial Planning Services, including tax preparation, at actual
               cost, and not to exceed fifteen thousand ($15,000) dollars
               annually;

         3.    Club Dues and Assessments at actual cost, and not to exceed
               twelve thousand ($12,000) dollars annually; and

         4.    An Annual Physical Examination on a program designated by the
               Company.

(i)      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. In
         addition the Company shall (i) pay for the reasonable costs, fees and
         expenses incurred by Executive, his consultants or legal advisors in
         connection with the negotiation and execution of this Agreement in an
         amount not to exceed ten thousand ($10,000) dollars and (ii) reimburse
         Executive (on a fully grossed up basis for any amounts taxable to
         Executive) for reasonable costs incurred in connection with the
         relocation of his principal residence to the Houston, Texas area at a
         level commensurate with Executive's position and the type of relocation
         benefits provided by public companies of similar size to their
         executives, which shall in any event include any points on a loan for a
         new home. In addition, the Company shall provide Executive temporary
         housing in the Houston area for up to six (6) months.

(j)      REPLACEMENT AWARD. In order to address certain forfeitures that
         Executive will face upon termination of his employment with his prior
         employer, Executive shall be awarded or receive the following:

           Restricted Stock Award. Effective as of the Commencement Date, the
Company will grant Executive an award of restricted shares of the Company's
common stock (the 'Stock') (valued at three hundred, eighty-five thousand
($385,000) dollars on the date of grant) under the Company's Stock Incentive
Plan that will vest in equal installments on each of the first four (4)




                                  Page 3 of 19

anniversaries of the Commencement Date, subject (except as otherwise provided
herein) to Executive's continuous employment with the Company through the
applicable vesting date (the 'Restricted Stock Grant'). The Restricted Stock
Grant shall be deemed outstanding shares for all purposes and Executive shall be
fully vested in any cash dividends paid therein (and non-cash dividends being
subject to the same forfeiture provisions as the underlying Restricted Stock
Grant shares).

5.       TERMINATION OF EMPLOYMENT.

Executive's employment hereunder may be terminated 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 'Totally Disabled' if Executive has
         been physically or mentally incapacitated so as to render Executive
         incapable of performing Executive's material usual and customary duties
         under this Agreement for six (6) consecutive months (such consecutive
         absence not being deemed interrupted by Executive's return to service
         for less than 10 consecutive business days if absent thereafter for the
         same illness or disability). Any such termination shall be upon thirty
         (30) days written notice given at any time thereafter while Executive
         remains Totally Disabled, provided that a termination for Total
         Disability hereunder shall not be effective if Executive returns to
         full performance of his duties within such thirty (30) day period.

(c)      TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate
         Executive's employment hereunder for 'Cause' at any time within ninety
         (90) days after the Chairman of the Audit or Governance Committee of
         the Board has knowledge thereof.

         (i)   For purposes of this Agreement, the term 'Cause' shall be limited
               to (1) willful misconduct by Executive with regard to the Company
               which has a material adverse effect on the Company; (2) the
               willful refusal of Executive to attempt to follow the proper
               written direction of the Board, provided that the foregoing
               refusal shall not be 'Cause' if Executive in good faith believes
               that such direction is illegal, unethical or immoral and promptly
               so notifies the Board; (3) substantial and continuing willful
               refusal by the Executive to attempt to perform the duties
               required of him hereunder (other than any such failure resulting
               from incapacity due to physical or mental illness) after a
               written demand for substantial performance is delivered to the
               Executive by the Board which specifically identifies the manner
               in which it is believed that the Executive has substantially and
               continually refused to attempt to perform his duties hereunder;
               or (4) the Executive being convicted of a felony (other than a
               felony involving a traffic violation or as a result of vicarious
               liability). For purposes of this paragraph, no act, or failure to
               act, on Executive's part shall be considered 'willful' unless
               done 







                                  Page 4 of 19


               or omitted to be done, by him not in good faith and without
               reasonable belief that his action or omission was in the best
               interests of the Company.

         (ii)  A Notice of Termination for Cause shall mean a 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 for a basis for termination for
               Cause. Further, a Notification for Cause shall be required to
               include a copy of a resolution duly adopted by at least
               two-thirds (2/3rds) of the entire membership of the Board at a
               meeting of the Board which was called for the purpose of
               considering such termination and which Executive and his
               representative had the right to attend and address the Board,
               finding that, in the good faith of the Board, Executive engaged
               in conduct set forth in the definition of Cause herein and
               specifying the particulars thereof in reasonable detail. The date
               of termination for a termination for Cause shall be the date
               indicated in the Notice of Termination. Any purported termination
               for Cause which is held by a court or 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 employment
         hereunder with or without Good Reason at any time upon written notice
         to the Company.

         (i)   A Termination for Good Reason means a termination by Executive by
               written notice given within ninety (90) days after the occurrence
               of the Good Reason event, unless such circumstances are fully
               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:
               (1) any material diminution of Executive's positions, duties or
               responsibilities hereunder (except in each case in connection
               with the termination of Executive's employment for Cause or Total
               Disability or as a result of Executive's death, or temporarily as
               a result of Executive's illness or other absence), the cessation
               of Executive to report to the Chief Executive Officer of the
               Company or the assignment to Executive of duties or
               responsibilities that are inconsistent with Executive's then
               position; provided that if the Company becomes a fifty percent or
               more subsidiary of any other entity, Executive shall be deemed to
               have a material diminution of his position unless he is also
               Senior Vice President and Chief Financial Officer reporting to
               the Chief Executive Officer of the ultimate parent entity; (2)
               removal of, or the non-re-election of, the Executive from officer
               positions with the Company specified herein or removal of the
               Executive from any of his then officer positions; (3) requiring
               Executive's principal place of business to be located other than
               in the Houston, Texas greater Metropolitan region; (4) a failure
               by the Company (I) to continue any bonus plan, program or
               arrangement in which Executive is entitled to participate (the
               'Bonus Plans'), provided that any such Bonus Plans may be
               modified at the Company's discretion from time to time but shall
               be deemed terminated if (x) any such plan does not remain
               substantially in 





                                  Page 5 of 19


               the form in effect prior to such modification and (y) if plans
               providing Executive with substantially similar benefits are not
               substituted therefor ('Substitute Plans'), or (II) to continue
               Executive as a participant in the Bonus Plans and Substitute
               Plans on at least the same basis as to potential amount of the
               bonus as Executive participated in prior to any change in such
               plans or awards, in accordance with the Bonus Plans and the
               Substitute Plans; (5) any material breach by the Company of any
               provision of this Agreement, including without limitation Section
               10 hereof; or (6) failure of any successor to the Company
               (whether direct or indirect 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.

         (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 (i)(1) or (2) the date may be five (5) days after the
               giving of such notice.

(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, 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, Executive
shall be entitled to the following compensation and benefits upon such
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
               period, a pro-rata 'bonus' or incentive compensation payment to
               the 





                                  Page 6 of 19


               extent payments are awarded senior executives and paid at the
               same time as senior executives are paid, and any vacation accrued
               to the date of death.

         (ii)  Any benefits to which Executive may be entitled pursuant to the
               plans, policies and arrangements (including those referred to in
               Sections 4(f)-(h) hereof), as determined and paid in accordance
               with the terms of such plans, policies and arrangements.

         (iii) An amount equal to the Base Salary (at the rate in effect as of
               the date of Executive's death) which would have been payable to
               Executive if Executive had continued in employment for two
               additional years. Said payments will be paid to Executive's
               estate or beneficiary at the same time and in the same manner as
               such compensation would have been paid if Executive had remained
               in active employment.

         (iv)  As of the date of termination by reason of Executive's death,
               stock options awarded to Executive shall be fully vested and
               Executive's estate or beneficiary shall have up to one (1) year
               from the date of death to exercise all such options.

         (v)   As otherwise specifically provided herein.

(b)      TERMINATION BY REASON OF TOTAL DISABILITY. In the event that
         Executive's employment is terminated 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 period. Executive shall also be eligible for a pro-rata
               bonus or incentive compensation payment to the extent such awards
               are made to senior executives for the year in which Executive is
               terminated.

         (ii)  Any benefits to which Executive may be entitled pursuant to the
               plans, policies and arrangements (including those referred to in
               Sections 4(f)-(h) hereof) shall be determined and paid in
               accordance with the terms of such plans, policies and
               arrangements.

         (iii) An amount equal to the Base Salary (at the rate in effect as of
               the date of Executive's Total Disability) which would have been
               payable to Executive if Executive had continued in active
               employment for two years following termination of employment,
               less any payments under any long-term disability plan or
               arrangement paid for by the Company. Payment shall be made at the
               same time and in the same manner as such compensation would have
               been paid if Executive had remained in active employment until
               the end of such period.

         (iv)  As of the date of termination by reason of Executive's Total
               Disability, Executive shall be fully vested in all stock option
               awards and Executive shall have up to one 





                                  Page 7 of 19


               (1) year from the date of termination by reason of Total 
               Disability to exercise all such options.

         (v)   As otherwise specifically provided herein.

(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 period.

         (ii)  Any benefits to which Executive may be entitled pursuant to the
               plans, policies and arrangements (including those referred to in
               Sections 4(f)-(h) hereof) shall be determined and paid in
               accordance with the terms of such plans, policies and
               arrangements.

         (iii) As otherwise specifically provided herein.

         Any options, restricted stock or other awards that have not vested
         prior to the date of such termination of employment shall be cancelled
         and any options held by Executive shall be cancelled, whether or not
         then vested.

(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 period.

         (ii)  Any benefits to which Executive may be entitled pursuant to the
               plans, policies and arrangements (including those referred to in
               Sections 4(f)-(h) hereof) shall be determined and paid in
               accordance with the terms of such plans, policies and
               arrangements.

         (iii) As otherwise specifically provided herein.

         Any options, restricted stock or other awards that have not vested
         prior to the date of such termination of employment shall be cancelled
         and Executive shall have 90 days following termination of employment to
         exercise any previously vested options (or, if earlier, until the
         stated expiration thereof).



                                  Page 8 of 19

(e)      TERMINATION BY THE COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE FOR
         GOOD REASON. In the event that Executive's employment is terminated by
         the Company for reasons other than death, Total Disability or Cause, or
         Executive terminates his employment 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 period.

         (ii)  Any benefits to which Executive may be entitled pursuant to the
               plans, policies and arrangements referred to in Sections 4(f)-(h)
               hereof shall be determined and paid in accordance with the terms
               of such plans, policies and arrangements.

         (iii) 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)  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, and also
               including deferred compensation, disability, automobile, 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 payable to Executive's beneficiaries
               shall not terminate upon Executive's death); or (C) with respect
               to any particular plan, program or arrangement, the date
               Executive becomes covered by a comparable benefit by a subsequent
               employer. In the event that Executive's continued participation
               in any such plan, program, or arrangement of the Company 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)   Except to the extent prohibited by law, and except as otherwise
               provided herein, Executive will be 100% vested in all benefits,
               awards, and grants accrued but unpaid as of the date of
               termination under any pension plan, profit sharing plan,
               supplemental and/or incentive compensation plans in which
               Executive was a participant as of the date of termination.
               Executive shall also be eligible for a bonus or incentive
               compensation payment, at the same time, on the same basis, and to
               the same extent payments are made to senior executives, pro-rated
               for the fiscal year in which the Executive is terminated.



                                  Page 9 of 19

         (vi)  As of the date of such termination of employment, the stock
               options awarded to Executive pursuant to Section 4(e)(i) hereof
               and the Restricted Stock Grant shall be fully vested. Executive
               shall continue to vest in all other stock option awards or
               restricted stock awards over the two (2) year period commencing
               on the date of such termination. Executive shall have two (2)
               years and six (6) months after the date of termination to
               exercise all vested options, unless by virtue of the particular
               stock option award, the option grant expires on an earlier date.

         (vii) As otherwise specifically provided herein.

(f)      NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this
         Agreement, 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 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 termination or resignation.

(g)      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 unappealable judgment against Executive.

7.   RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWING
     CHANGE IN CONTROL.

(a)      RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a
         'Change in Control' occurs and Executive terminates his employment for
         Good Reason thereafter, or the Company terminates Executive's
         employment other than for Cause or such termination for Good Reason or
         without Cause occurs in contemplation of such Change in Control (any
         termination within six (6) months prior to such Change in Control being
         presumed to be in contemplation unless rebutted by clear and
         demonstrable evidence to the contrary), the Company shall pay the
         following amounts to Executive:

         (i)   The payments and benefits provided for in Section 6(e), except
               that (A) the entire amount calculated pursuant to Section
               6(e)(iii) shall be paid in a lump-sum and (B) the benefit
               continuation period in Section 6(e)(iv) shall be three years.

         (ii)  Executive will be 100% vested in all benefits, awards, and grants
               (including stock option grants and stock awards, all of such
               stock options exercisable for three (3) years following
               Termination) accrued but unpaid as of the date of termination
               under any non-qualified pension plan, supplemental and/or
               incentive compensation or bonus plans, in which Executive was a
               participant as of the date 








                                 Page 10 of 19

               of termination. Executive shall also receive a bonus or incentive
               compensation payment (the 'bonus payment'), payable at 100% of
               the maximum bonus available to Executive, pro-rated as of the
               effective date of the termination. The bonus payment shall be
               payable within five (5) days after the effective date of
               Employee'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 resignation from 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 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.



                                 Page 11 of 19

         (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 




                                 Page 12 of 19


               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 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)      CHANGE IN CONTROL. For purposes of this Agreement, 'Change in Control'
         means the occurrence of any of the following events:

         (i)   any Person is or becomes the Beneficial Owner, directly or
               indirectly, of securities of the Company (not including in the
               securities beneficially owned by such person any securities
               acquired directly from the Company or its Affiliates)
               representing twenty-five percent (25%) or more of the combined
               voting power of the Company's then outstanding voting securities;

         (ii)  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 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 the 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;

         (iii) there is a consummated merger or consolidation of the Company or
               any direct or indirect subsidiary of the Company with any other
               corporation, other than (A) a merger or consolidation which would
               result in the voting securities of the 







                                 Page 13 of 19


               Company 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 the Company or such surviving or parent
               equity outstanding immediately after such merger or consolidation
               or (B) a merger or consolidation effected to implement a
               recapitalization of the Company (or similar transaction) in which
               no Person, directly or indirectly, acquired twenty-five percent
               (25%) or more of the combined voting power of the Company's then
               outstanding securities (not including in the securities
               beneficially owned by such person any securities acquired
               directly from the Company or its Affiliates); or

         (iv)  the stock holders of the Company approve a plan of complete
               liquidation of the Company 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 of this Section 7(c), the following terms shall have the
following meanings:

               (i) 'Affiliate' shall mean an affiliate of the Company, as
               defined in Rule 12b-2 promulgated under Section 12 of the
               Securities Exchange Act of 1934, as amended from time to time
               (the 'Exchange Act');

               (ii) 'Beneficial Owner' shall have the meaning set forth in Rule
               13d-3 under the Exchange Act;

               (iii) '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
               underwriter temporarily holding securities pursuant to an
               offering of such securities or (4) 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 of the Company.

8.       RESTRICTIVE COVENANTS.

(a)      COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times
         during Executive's period of employment with the Company, and for two
         (2) years thereafter, Executive will not engage in, assist, or have any
         active interest or involvement, whether as an employee, agent,
         consultant, creditor, advisor, officer, director, stockholder
         (excluding holding of less than 3% of the stock of a public company),
         partner, proprietor or any type of principal whatsoever in any person,
         firm, or business entity which, directly or indirectly, is materially
         engaged in the waste management business competitive with 





                                 Page 14 of 19


         that conducted and carried on by the Company, without the Company's
         specific written consent to do so. 'Material' shall mean more than five
         (5%) percent of their revenue is generated from the waste management
         business; provided that the revenues within Executive's area of
         responsibility or authority are more than 10% composed of revenues from
         the waste disposal business. Notwithstanding the foregoing, Executive
         may be employed by or provide services to, an investment banking firm,
         law firm or consulting firm that provides services to entities
         described in the previous sentence, provided that Executive does not
         personally represent or provide services to such entities.

(b)      NON-SOLICITATION. Executive covenants and agrees that at all times
         during Executive's period of employment with the Company, and for a
         period of two (2) years after the Termination thereof, whether such
         termination is voluntary or involuntary by wrongful discharge, or
         otherwise, Executive will not directly and personally knowingly (i)
         induce any customers of the Company or corporations affiliated with the
         Company to patronize any similar business which competes with any
         material business of the Company; (ii) after his termination of
         employment, request or advise any customers of the Company or
         corporations affiliated with the Company to withdraw, curtail or cancel
         such customer's business with the Company; or (iii) after his
         termination of employment, individually or through any person, firm,
         association or corporation with which he is now, or may hereafter
         become associated, solicit, entice or induce any then employee of the
         Company, or any subsidiary of the Company, to leave the employ of the
         Company, or such other corporation, to accept employment with, or
         compensation from the Executive, or any person, firm, association or
         corporation with which Executive is affiliated without prior written
         consent of the Company. The foregoing shall not prevent Executive from
         serving as a reference for employees.

(c)      PROTECTED INFORMATION. Executive recognizes and acknowledges that
         Executive has had and will continue to have access to various
         confidential or proprietary information concerning the Company and
         corporations affiliated with the Company of a special and unique value
         which may include, without limitation, (i) books and records relating
         to operation, finance, accounting, sales, personnel and management,
         (ii) policies and matters relating particularly to operations such as
         customer service requirements, costs of providing service and
         equipment, operating costs and pricing matters, and (iii) various trade
         or business secrets, including customer lists, route sheets, business
         opportunities, marketing or business diversification plans, business
         development and bidding techniques, methods and processes, financial
         data and the like, to the extent not generally known in the industry
         (collectively, the 'Protected Information'). Executive therefore
         covenants and agrees that Executive will not at any time, either while
         employed by the Company or afterwards, knowingly make any independent
         use of, or knowingly disclose to any other person or organization
         (except as authorized by the Company) any of the Protected Information,
         provided that (i) while employed by the Company, Executive may in good
         faith make disclosures he believes desirable, and (ii) Executive may
         comply with legal process.




                                 Page 15 of 19

9.       ENFORCEMENT OF COVENANTS.

(a)      RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
         covenants set forth in Section 8 hereof will cause irreparable damage
         to the Company with respect to which the Company's remedy at law for
         damages may be inadequate. Therefore, in the event of breach or
         threatened breach of the covenants set forth in this section by
         Executive, Executive and the Company agree that the Company shall be
         entitled to the following particular forms of relief, in addition to
         remedies otherwise available to it at law or equity; injunctions, both
         preliminary and permanent, enjoining or restraining such breach or
         threatened breach and Executive hereby consents to the issuance thereof
         forthwith and without bond by any court of competent jurisdiction.

(b)      SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof
         constitute a series of separate 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 8 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 8
         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 8.

10.      INDEMNIFICATION.

The Company shall indemnify and hold harmless Executive to the fullest extent
permitted by 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. The
Company shall cover the Executive under directors and officers liability
insurance both during and, while potential liability exists, after the
Employment Term in the same amount and to the same extent as the Company covers
its other officers and directors.

11.      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) 






                                 Page 16 of 19


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.

12.      WITHHOLDING OF TAXES.

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

13.      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.

14.      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).

15.      ENTIRE AGREEMENT; AMENDMENT.

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




                                 Page 17 of 19

16.      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.

17.      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.

18.      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: General Counsel

               To Executive:      At the address for Executive set forth below.

19.      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 9 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.




                                 Page 18 of 19

(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.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.


WASTE MANAGEMENT, INC.


By:       /s/ A. Maurice Myers
   --------------------------------------------
Name:  A. Maurice Myers
Title: Chairman, Chief Executive Officer and President



EXECUTIVE


     /s/ William L. Trubeck
-----------------------------------------------
William L. Trubeck

Social Security Number: 
                       ------------------------

Address:     3300 Fox Street
         --------------------------------------
             Longview, MN   55356 
         --------------------------------------





                                 Page 19 of 19