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Published: 2008-03-26

Employment Agreement - Waste Management Inc. and Miller J. Mathews Jr.



                          AMENDED EMPLOYMENT AGREEMENT     WASTE MANAGEMENT, INC. (the "Company"), and MILLER J. MATHEWS, JR. (the     "Executive") hereby enter into this AMENDED EMPLOYMENT AGREEMENT     ("Agreement") dated as of October 1, 1998, 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 term of Executive's employment shall conclude on December 31, 2000.Employment after December 31, 2000, shall be of a part-time nature for three (3)years and shall be at the option of the Executive, pursuant to the provisions ofSection 6(e) of this Agreement, as amended herein, unless employment isterminated pursuant to one of the provisions contained in Section 5 of thisAgreement.3.  DUTIES AND RESPONSIBILITIES.(a)      Executive shall serve as Senior 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 Four Hundred Thousand         ($400,000) 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.                                  Page 1 of 14   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.(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.                                   Page 2 of 14   3         (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 after December 31, 2000,         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:         (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.                                  Page 3 of 14   4         (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 (i.e., either                  December 31, 2000, or December 31, 2003). 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 (i.e., either                  December 31, 2000, or December 31, 2003). 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) 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:                                  Page 4 of 14   5         (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 OF FULL-TIME STATUS AFTER DECEMBER 31, 2000. In the event         that Executive elects to remain employed with the Company subsequent to         December 31, 2000, it is agreed that the employment shall be of a         part-time nature until December 31, 2003. Executive shall not be         required to work more than fifty percent (50%) of the three (3)         calendar years (2001, 2002 and 2003), and shall report to the President         of the Company or his designee. Provided the Executive is willing to         work and remains available to work as directed, the Company will pay to         the Executive the following amount(s) for the three (3) year part-time         period:         (i)      An amount equal to seventy-five percent (75%) of Executive's                  base pay for the highest year of the preceding three (3) year                  period (1997, 1998 and 1999).         (ii)     The Company will continue at its expense, for Executive and                  Executive's spouse and dependents, all health-related benefit                  plans, as more fully described in Section 6(e)(iv) of this                  Agreement.         (iii)    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 of full-time status; (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                                   Page 5 of 14   6                  Executive would have been entitled to receive under such plan,                  program, or arrangement, for such period.         (iv)     If Executive is unavailable to work as described herein at                  Section 6(e) above for a sixty (60) day period, the Company                  will provide written notice of its intent to terminate the                  Agreement. The Executive will be given thirty (30) days to                  respond and to correct the situation. If the issue remains                  unresolved, the Company may elect to terminate the Agreement                  and will pay Executive through the end of the thirty (30) day                  response period, as described 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)      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), 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.                                  Page 6 of 14   77. 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 December 31, 2000, or at any time prior to the six         (6) month anniversary of the date of the Change in Control, whichever         date occurs earlier, 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                  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;                                  Page 7 of 14   8         (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.         (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                                   Page 8 of 14   9         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 maters         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                  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)                                   Page 9 of 14   10         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 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 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.(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.                                 Page 10 of 14   119.  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 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                                  Page 11 of 14   12and reasonable attorney's fees (including expenses of investigation anddisbursements for the fees and expenses of experts, etc.) incurred by Executivein connection with any such dispute or any litigation, (a) provided thatExecutive shall repay any such amounts paid or advanced if Executive is not theprevailing party with respect to any dispute or litigation arising underSections 5c or 8 of this Agreement, or (b) regardless of whether Executive isthe prevailing party in a dispute or in litigation involving any other provisionof this Agreement, provided that the court in which such litigation is firstinitiated determines with respect to this obligation, upon application of eitherparty hereto, Executive did not initiate frivolously such litigation. Under nocircumstances shall Executive be obligated to pay or reimburse the Company forany attorneys' fees, costs or expenses incurred by the Company. The provisionsof this Section 10 shall survive the expiration or termination of this Agreementand of Executive's employment hereunder.11.  WITHHOLDING OF TAXES.The Company may withhold from any compensation and benefits payable under thisAgreement all applicable federal, state, local, or other taxes.12.  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).                                 Page 12 of 14   1315.  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 Georgia applicable to agreements made and to be performed in thatState, without regard to its conflict of laws provisions.17.  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:                             Waste Management, 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.                                 Page 13 of 14   14(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 thisAgreement as of the day and year first above written.WASTE MANAGEMENT, INC.By: /s/ Rodney R. Proto                          Date:   ----------------------------------                 ------------------------Name:     --------------------------------Title:      -------------------------------EXECUTIVE   /s/ Miller J. Mathews, Jr.                    Date:    October 1, 1998-------------------------------------                 ------------------------Address:     566 Gramercy Drive      -------------------------------             Marietta, GA   30068      -------------------------------                                 Page 14 of 14
/Compensation/Employment AgreementsWaste Management Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/W/Waste-Management-Inc-/1829
1830Employment Agreement - Waste Management Inc. and David R. Hopkins
                              EMPLOYMENT AGREEMENTWASTE MANAGEMENT, INC. (the "Company"), and DAVID R. HOPKINS (the "Executive")hereby enter into this EMPLOYMENT AGREEMENT ("Agreement") dated as of January 1,1999, 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, 1999, 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 Sr. Vice President, and report to the Chief         Executive 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 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 Two Hundred Seventy-Five         Thousand ($275,000) 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.                                  Page 1 of 14   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 14   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 14   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.(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.(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:                                  Page 4 of 14   5         (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 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.                                  Page 5 of 14   6         (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), 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                                   Page 6 of 14   7               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 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 change of Executive's principal place of employment to a               location more than fifty (50) miles from such principal place of               employment, except for required travel on the                                   Page 7 of 14   8               Company's business to an extent substantially consistent with               Executive's business travel obligations immediately before a               Change in 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.         (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.                                  Page 8 of 14   9(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                  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                                   Page 9 of 14   10         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 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 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; (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; or (v) individually of through any person,         firm, association or corporation with which Employee is now or may         hereafter become associated, cause, solicit, entice, or induce any         present or future employee of the Company, or any corporation         affiliated with the Company to leave the employ of the Company, or such         other corporation to accept employment with, or compensation from, the         Employee or any such person, firm, association or corporation without         the prior written consent of the Company. (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.                                 Page 10 of 14   11(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 restraining such breach or         anticipatory breach and Executive hereby consents to the issuance         thereof forthwith and without bond by any court of competent         jurisdiction; and (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 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                                  Page 11 of 14   12         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 party 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.12.  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                                  Page 12 of 14   13Company may make to aid the Company in meeting its obligations hereunder. To theextent that any person acquires a right to receive payments from the Companyhereunder, such right shall be no greater than the right of an unsecuredcreditor of the Company.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.17.  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:    Waste Management, Inc.                            1001 Fannin, Suite 4000                            Houston, Texas 77002                            Attention: Corporate Secretary         To Executive:      At the address for Executive set forth below.                                 Page 13 of 14   1418.  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.IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe day and year first above written.WASTE MANAGEMENT, INC.By:        /s/ Susan J. Piller   -----------------------------------------Name:      Susan J. Piller     ---------------------------------------Title:     Senior Vice President      --------------------------------------Date:      August 9, 1999     ---------------------------------------EXECUTIVE           /s/ David R. Hopkins--------------------------------------------           David R. HopkinsAddress:   1512-B Nantucket Drive        ------------------------------------           Houston, TX   77057   -----------------------------------------Date:      August 9, 1999     ---------------------------------------                                 Page 14 of 14