Employment Agreement - USA Waste Services Inc. and Douglas G. Sobey


                              EMPLOYMENT AGREEMENTUSA WASTE SERVICES, INC. (the "Company"), and DOUGLAS G. SOBEY (the "Executive")hereby enter into this EMPLOYMENT AGREEMENT ("Agreement") dated as of 5/20/97,as follows:1. EMPLOYMENT.The Company shall employ Executive, and Executive shall be employed by theCompany upon the terms and subject to the conditions set forth in thisAgreement.2. TERM OF EMPLOYMENT.The period of Executive's employment under this Agreement shall begin as ofJanuary 1, 1997, and shall be for continuously renewing three (3) year terms,unless Executive's employment is terminated in accordance with Section 5 below.3. DUTIES AND RESPONSIBILITIES.(a)  Executive shall serve as Regional Vice President, and report to the     President/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 Executive Officer of     the Company, or Chief Operating 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     ($275,000.00) dollars per year, or such higher rate as may be determined     from time to time by the Company ("Base Salary"). Such Base Salary shall be     paid in accordance with the Company's standard payroll practice for     executives.   2(b)  EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for     the ordinary and necessary business expenses incurred by Executive in the     performance of the duties hereunder in accordance with the Company's     customary practices applicable to executives, provided that such expenses     are incurred and accounted for in accordance with the Company's policy.(c)  BENEFIT PLANS. Executive shall be eligible to participate in or receive     benefits under any pension plan, profit sharing plan, medical and dental     benefits plan, life insurance plan, short-term and long-term disability     plans, supplemental and/or incentive compensation plans, or any other     fringe benefit plan, generally made available by the Company to executives     working pursuant to this form of Agreement (hereinafter referred to as     "similarly situated executives."(d)  EMPLOYEE'S EXPENSES. All costs and expenses (including reasonable legal,     accounting and other advisory fees) incurred by the Executive to (i) defend     the validity of this Agreement, (ii) contest any determination by the     Company concerning the amounts payable (or reimbursable) by the Company to     the Executive under this Agreement, (iii) determine in any tax year of the     Executive, the tax consequences to the Executive of any amount payable (or     reimbursable) under Section 7(b) or 7(c) hereof, or (iv) prepare responses     to an Internal Revenue Service audit of, and to otherwise defend, his     personal income tax return for any year which is the subject of any such     audit, or an adverse determination, administrative proceedings or civil     litigation arising therefrom that is occasioned by or related to any audit     by the Internal Revenue Service of the Company's income tax returns, are,     upon written demand by the Executive, to be promptly advanced or reimbursed     to the Executive, or paid directly, on a current basis, by the Company or     its successors.5. TERMINATION OF EMPLOYMENT.Executive's employment hereunder may be terminated under the followingcircumstances:(a)  DEATH. Executive's employment hereunder shall terminate upon Executive's     death.(b)  TOTAL DISABILITY. The Company may terminate Executive's employment     hereunder upon Executive becoming "Totally Disabled". For purposes of this     Agreement, Executive shall be "Totally Disabled" if Executive is physically     or mentally incapacitated so as to render Executive incapable of performing     Executive's usual and customary duties under this Agreement. Executive's     receipt of disability benefits under the Company's long-term disability     plan or receipt of Social Security disability benefits shall be deemed     conclusive evidence of Total Disability for purpose of this Agreement;     provided, however, that in the absence of Executive's receipt of such     long-term disability benefits or Social Security benefits, the Company's     Board of Directors may, in its reasonable discretion (but based upon     appropriate medical evidence), determine that Executive is Totally     Disabled.                                  Page 2 of 15   3(c)  TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive's     employment hereunder for "Cause" at any time after providing written notice     to Executive.     (i)   For purposes of this Agreement, the term "Cause" shall mean any of           the following: (A) conviction of a crime (including conviction on a           nolo contendere plea) involving a felony or, in the good faith           judgment of the Company's Board of Directors, fraud, dishonesty, or           moral turpitude; (B) deliberate and continual refusal to perform           employment duties reasonably requested by the Company or an affiliate           after thirty (30) days' written notice by certified mail of such           failure to perform, specifying that the failure constitutes cause           (other than as a result of vacation, sickness, illness or injury);           (C) fraud or embezzlement determined in accordance with the Company's           normal, internal investigative procedures consistently applied in           comparable circumstances; (D) gross misconduct or gross negligence in           connection with the business of the Company or an affiliate which has           substantial effect on the Company or the affiliate; or (E) breach of           any of the covenants set forth in Section 8 hereof.     (ii)  An individual will be considered to have been terminated for Cause if           the Company determines that the individual engaged in an act           constituting Cause at any time prior to a payment date for an award,           regardless of whether the individual terminates employment            voluntarily or is terminated involuntarily, and regardless of whether           the individual's termination initially was considered to have been            for Cause.     (iii) Any determination of Cause under this Agreement shall be made by           resolution of the Company's Board of Directors adopted by the           affirmative vote of not less than a majority of the entire membership           of the Board of Directors at a meeting called and held for that           purpose and at which Executive is given an opportunity to be heard.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment     hereunder at any time after providing ninety (90) days' written notice to     the Company, or for good reason as described in Section 7 of this     Agreement.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate     Executive's employment hereunder without Cause at any time after providing     written notice to Executive.6. COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.In the event that Executive's employment hereunder is terminated, Executiveshall be entitled to the following compensation and benefits upon suchtermination:(a)  TERMINATION BY REASON OF DEATH. In the event that Executive's employment is     terminated by reason of Executive's death, the Company shall pay the     following amounts to Executive's beneficiary or estate:                                  Page 3 of 15   4     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of death, any accrued but unpaid expenses required to be reimbursed           under this Agreement; a pro-rata "bonus" or incentive compensation           payment to the extent payments are awarded to similarly situated           executives and paid at the same time as similarly situated executives           are paid; and any vacation accrued to the date of death.     (ii)  Any benefits to which Executive may be entitled pursuant to the           plans, policies and arrangements referred to in Section 4(c) hereof           as determined and paid in accordance with the terms of such plans,           policies and arrangements.     (iii) An amount equal to the Base Salary (at the rate in effect as of the           date of Executive's death) which would have been payable to Executive           if Executive had continued in employment until the end of the current           Employment Term (three [3] years). Such amount shall be paid in a           single lump sum cash payment within thirty (30) days after           Executive's death.     (iv)  As of the date of termination by reason of Executive's death, stock           options awarded to Executive shall be fully vested. Executive's           estate or beneficiary shall have up to one (1) year from the date of           death to exercise all such options.(b)  TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's     employment is terminated by reason of Executive's Total Disability as     determined in accordance with Section 5(b), the Company shall pay the     following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination. Executive shall also be eligible for a pro-rata bonus or           incentive compensation payment to the extent such awards are made to           similarly situated executives for the year in which Executive is           terminated and paid at the same time as similarly situated executives           are paid.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) The Base Salary (at the rate in effect as of the date of Executive's           Total Disability) which would have been payable to Executive if           Executive had continued in active employment until the end of the           current Employment Term (three [3] years). Payment shall be made at           the same time and in the same manner as such compensation would have           been paid if Executive had remained in active employment until the            end of such period.     (iv)  As of the date of termination by reason of Executive's total           disability, Executive shall be fully vested in all stock option           awards. Executive shall have up to one (1)                                  Page 4 of 15   5          year from the date of termination by reason of total disability to          exercise all such options.(c)  TERMINATION FOR CAUSE. In the event that Executive's employment is     terminated by the Company for Cause pursuant to Section 5(c), the Company     shall pay the following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive terminates     employment pursuant to Section 5(d), and other than for a resignation     tendered pursuant to Section 7 of this Agreement, the Company shall pay the     following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that Executive's     employment is terminated by the Company pursuant to Section 5(e) for     reasons other than death, Total Disability or Cause, the Company shall pay     the following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An annual amount equal to 75 percent (75%) of the average 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                                  Page 5 of 15   6          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.     (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                                  Page 6 of 15   7     (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.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;                                  Page 7 of 15   8     (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;     (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                                  Page 8 of 15   9          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 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:                                  Page 9 of 15   10     (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) years following the date     of termination, whichever is later, Executive will not, directly or     indirectly, within 75 miles of any operating location of any affiliate of     the Company, engage in, assist, or have any active interest or involvement,     whether as an employee, agent, consultant, creditor, advisor, officer,     director, stockholder (excluding holding of less that 1% of the stock of a     public company), partner, proprietor or any type of principal whatsoever in     any person, firm, or business entity which, directly or indirectly, is     engaged in the same business as that conducted and carried on by the     Company or any of its affiliated companies, without the Company's specific     written consent to do so.(b)  NON-SOLICITATION. Executive covenants and agrees that at all times during     Executive's period of employment with the Company, and for a period of one     (1) year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or two (2) years after the date of termination of the     Executive's employment, whichever date is later, whether such termination     is voluntary or involuntary by wrongful discharge or otherwise Executive     will not directly or indirectly (i) induce any customers of the Company or     corporations affiliated with the Company to patronize any similar business     which competes with any material business of the Company; (ii) canvass,     solicit or accept any similar business from any customer of the Company or     corporations affiliated with the Company;                                  Page 10 of 15   11     (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.9. ENFORCEMENT OF COVENANTS.(a)  TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive agrees     that any breach by Executive of any of the covenants set forth in Section 8     hereof during Executive's employment by the Company, shall be grounds for     immediate dismissal of Executive and forfeiture of any accrued and unpaid     salary, bonus, commissions or other compensation of such Executive as     liquidated damages, which shall be in addition to and not exclusive of any     and all other rights and remedies the Company may have against Executive.(b)  RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants     set forth in Section 8 hereof will cause irreparable damage to the Company     with respect to which the Company's remedy at law for damages will be     inadequate. Therefore in the event of breach of anticipatory breach of the     covenants set forth in this section by Executive, Executive and the Company     agree that the Company shall be entitled to the following particular forms     of relief, in addition to remedies otherwise available to it at law or     equity; (i) injunctions, both preliminary and permanent, enjoining or     retraining such breach or anticipatory breach and                                  Page 11 of 15   12     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 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.                                  Page 12 of 15   1311. 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).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.                                  Page 13 of 15   1416. 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:                  USA Waste Services, Inc.                  1001 Fannin, Suite 4000                  Houston, Texas 77002                  Attention:  Corporate Secretary         To Executive: At the address for Executive set forth below18. MISCELLANEOUS.(a)  WAIVER. The failure of a party to insist upon strict adherence to any term     of this Agreement on any occasion shall not be considered a waiver thereof     or deprive that party of the right thereafter to insist upon strict     adherence to that term or any other term of this Agreement.(b)  SEPARABILITY. Subject to Section 9 hereof, if any term or provision of this     Agreement is declared illegal or unenforceable by any court of competent     jurisdiction and cannot be modified to be enforceable, such term or     provision shall immediately become null and void, leaving the remainder of     this Agreement in full force and effect.(c)  HEADINGS. Section headings are used herein for convenience of reference     only and shall not affect the meaning of any provision of this Agreement.(d)  RULES OF CONSTRUCTION. Whenever the context so requires, the use of the     singular shall be deemed to include the plural and vice versa,(e)  COUNTERPARTS. This Agreement may be executed in any number of counterparts     each of which so executed shall be deemed to be an original, and such     counterparts will together constitute but one Agreement.                                  Page 14 of 15   15IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe day and year first above written.USA WASTE SERVICES, INC.By: /s/ ILLEGIBLE                          Date:        5/20/97    -----------------------------------          ----------------------Name:      ---------------------------------Title:       --------------------------------EXECUTIVE    /s/ ILLEGIBLE                          Date:        9/1/97---------------------------------------          ----------------------Address: P.O. Box 3919, Incline Village         ------------------------------Nevada, NV 89450---------------------------------------                                 Page 15 of 15
/Compensation/Employment AgreementsWaste Management Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/W/Waste-Management-Inc-/1824
1825Employment Agreement - Waste Management Inc. and Richard Felago
                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on
this 14th day of May, 2001 by and between Waste Management, Inc. (the
"Company"), and Richard Felago (the "Executive").

         1. EMPLOYMENT AND TERMINATION OF PREVIOUS EMPLOYMENT AGREEMENT.

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

         The Company and Executive hereby agree that the certain Employment
Agreement between Executive and Wheelabrator Technologies, Inc. dated on or
about May 25, 1999 is wholly and completely terminated, and any and all
obligations of the Company, including those of Wheelabrator Technologies, Inc.,
and Executive created thereunder, whether express or implied, shall be null and
void and of no further force or effect, and that the only continuing rights,
obligations, and duties between the Company and Executive shall be those
expressly set forth in this Agreement.

         2. TERM OF EMPLOYMENT.

         The period of Executive's employment under this Agreement shall
commence on May 14, 2001 ("Employment Date"), and shall continue for a period of
two (2) years thereafter, and shall automatically be renewed for successive one
(1) year periods thereafter, unless Executive's employment is terminated in
accordance with Section 5 below. The period during which Executive is employed
hereunder shall be referred to as the "Employment Period."

         3. DUTIES AND RESPONSIBILITIES.

         (A) Executive shall serve as the Company's Senior Vice-President for
the Eastern Area. In such capacity, Executive shall perform such duties and have
the power, authority, and functions commensurate with such position in
similarly-sized public companies, and have and possess such other authority and
functions consistent with such position as may be assigned to Executive from
time to time by the Chief Executive Officer, President, or the Board of
Directors.

         (B) Executive shall devote substantially all of his working time,
attention and energies to the business of the Company, and its affiliated
entities. Executive may make and manage his personal investments (provided such
investments in other activities do not violate, in any material respect, the
provisions of Section 8 of this Agreement), be involved in charitable and
professional activities, and, with the prior written consent of the Board of
Directors, serve on boards of other for profit entities, provided such
activities do not materially interfere with the performance of his duties
hereunder.

         4. COMPENSATION AND BENEFITS.

         (A) BASE SALARY. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of Four Hundred Forty Thousand and
00/100ths Dollars 
   2

($440,000.00) per year, or such higher rate as may be determined from time to
time by the Company ("Base Salary"). Such Base Salary shall be paid in
accordance with the Company's standard payroll practice for its executive
officers. Once increased, Base Salary shall not be reduced.

         (B) ANNUAL BONUS. During the Employment Period, Executive will be
entitled to participate in an annual incentive compensation plan of the Company.
The Executive's target annual bonus will be seventy-five percent (75%) of his
Base Salary in effect for such year (the "Target Bonus"), and his actual annual
bonus may range from 0% to 150% (two times Target Bonus), and will be determined
based upon (i) the achievement of certain corporate and Area performance goals,
as may be established and approved by from time to time by the Compensation
Committee of the Board of Directors, and (ii) the achievement of personal
performance goals as may be established by the Company's Chief Executive
Officer.

         (C) STOCK OPTIONS. Executive shall be eligible to be considered for
stock option grants under the Company's annual stock option award program as
administered by, and at the discretion of, the Compensation Committee of the
Board of Directors.

         (D) BENEFIT PLANS AND VACATION. Subject to the terms of such plans,
Executive shall be eligible to participate in or receive benefits under any
pension plan, profit sharing plan, salary deferral plan, medical and dental
benefits plan, life insurance plan, short-term and long-term disability plans,
or any other health, welfare or fringe benefit plan, generally made available by
the Company to similarly-situated executive employees. The Company shall not be
obligated to institute, maintain, or refrain from changing, amending, or
discontinuing any benefit plan, or perquisite, so long as such changes are
similarly applicable to similarly-situated employees generally.

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

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

         (F) OTHER PERQUISITES. Executive shall be entitled to all perquisites
provided to Senior Vice Presidents of the Company as approved by the
Compensation Committee of the Board of Directors, and as they may exist from
time to time.

         5. TERMINATION OF EMPLOYMENT.

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

         (A) DEATH. Executive's employment hereunder shall terminate upon
Executive's death.




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         (B) TOTAL DISABILITY. The Company may terminate Executive's employment
hereunder upon Executive becoming "Totally Disabled." For purposes of this
Agreement, Executive shall be considered "Totally Disabled" if Executive has
been physically or mentally incapacitated so as to render Executive incapable of
performing the essential functions of Executive's position with or without
reasonable accommodation. Executive's receipt of disability benefits under the
Company's long-term disability plan or receipt of Social 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 a
Notice of Termination for Cause to Executive.

         (i)      For purposes of this Agreement, the term "Cause" means any of
                  the following: (A) willful or deliberate and continual refusal
                  to perform Executive's employment duties reasonably requested
                  by the Company after receipt of written notice to Executive of
                  such failure to perform, specifying such failure (other than
                  as a result of Executive's sickness, illness or injury) and
                  Executive fails to cure such nonperformance within ten (10)
                  days of receipt of said written notice; (B) breach of any
                  statutory or common law duty of loyalty to the Company; (C)
                  has been convicted of, or pleaded nolo contendre to, any
                  felony; (D) willfully or intentionally caused material injury
                  to the Company, its property, or its assets; (E) disclosed to
                  unauthorized person(s) proprietary or confidential information
                  of the Company; or (F) breach of any of the covenants set
                  forth in Section 8 hereof.

         (ii)     For purposes of this Agreement, the phrase "Notice of
                  Termination for Cause" shall mean a written notice that shall
                  indicate the specific termination provision in Section 5(c)(i)
                  relied upon, and shall set forth in reasonable detail the
                  facts and circumstances which provide the basis for
                  termination for Cause. Further, a Notification of Termination
                  for Cause shall be required to include a copy of a resolution
                  duly adopted by at least two-thirds (2/3) of the entire
                  membership of the Board of Directors at a meeting of the Board
                  which was called for the purpose of considering such
                  employment termination, and at which Executive and his
                  representative had the right to attend and address the Board,
                  finding that, in the good faith belief of the Board, Executive
                  engaged in conduct set forth in Section 5(c)(i) herein and
                  specifying the particulars thereof in reasonable detail. The
                  date of termination for Cause shall be the date indicated in
                  the Notice of Termination for Cause. Any purported termination
                  for Cause which is held by an arbitrator not to have been
                  based on the grounds set forth in this Agreement or not to
                  have followed the procedures set forth in this Agreement shall
                  be deemed a termination by the Company without Cause.

         (D) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his




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employment hereunder with or without Good Reason at any time upon written notice
to the Company.

         (i)      A termination for "Good Reason" means a resignation of
                  employment by Executive by written notice ("Notice of
                  Termination for Good Reason") given to the Company's Chief
                  Executive Officer within ninety (90) days after the occurrence
                  of the Good Reason event, unless such circumstances are
                  substantially corrected prior to the date of termination
                  specified in the Notice of Termination for Good Reason. For
                  purposes of this Agreement, "Good Reason" shall mean the
                  occurrence or failure to cause the occurrence, as the case may
                  be, without Executive's express written consent, of any of the
                  following circumstances: (A) the Company substantially changes
                  Executive's core duties or removes Executive's responsibility
                  for those core duties, so as to effectively cause Executive to
                  no longer be performing the duties of his position (except in
                  each case in connection with the termination of Executive's
                  employment for Cause or Total Disability or as a result of
                  Executive's death, or temporarily as a result of Executive's
                  illness or other absence), provided that the change in the
                  geographic area of Executive's responsibility or the
                  reassignment of Executive to a different geographical area
                  within the United States or the change in reporting structure
                  shall not constitute Good Reason under any circumstances;
                  further provided that if the Company becomes a fifty percent
                  or more subsidiary of any other entity, Executive shall be
                  deemed to have a substantial change in the core duties of his
                  position unless he is also Senior Vice-President of the
                  ultimate parent entity; (B) removal or the non-reelection of
                  the Executive from the officer position with the Company
                  specified herein, or removal of the Executive from any of his
                  then officer positions; (C) any material breach by the Company
                  of any provision of this Agreement, including without
                  limitation Section 10 hereof; or (D) failure of any successor
                  to the Company (whether direct or indirect and whether by
                  merger, acquisition, consolidation or otherwise) to assume in
                  a writing delivered to Executive upon the assignee becoming
                  such, the obligations of the Company hereunder.

         (ii)     A "Notice of Termination for Good Reason" shall mean a notice
                  that shall indicate the specific termination provision relied
                  upon and shall set forth in reasonable detail the facts and
                  circumstances claimed to provide a basis for Termination for
                  Good Reason. The failure by Executive to set forth in the
                  Notice of Termination for Good Reason any facts or
                  circumstances which contribute to the showing of Good Reason
                  shall not waive any right of Executive hereunder or preclude
                  Executive from asserting such fact or circumstance in
                  enforcing his rights hereunder. The Notice of Termination for
                  Good Reason shall provide for a date of termination not less
                  than ten (10) nor more than sixty (60) days after the date
                  such Notice of Termination for Good Reason is given, provided
                  that in the case of the events set forth in Sections
                  5(d)(i)(A) or (B), the date may be five (5) business days
                  after the giving of such notice.

         (E) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
Executive's employment hereunder without Cause at any time upon written notice
to Executive.




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   5

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

         6. COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

         In the event that Executive's employment hereunder is terminated,
Executive shall be entitled to the following compensation and benefits upon such
termination:

         (A) TERMINATION BY REASON OF DEATH. In the event that Executive's
employment is terminated by reason of Executive's death, the Company shall pay
the following amounts to Executive's beneficiary or estate:

         (i)      Any accrued but unpaid Base Salary for services rendered to
                  the date of death, any accrued but unpaid expenses required to
                  be reimbursed under this Agreement, any vacation accrued to
                  the date of termination, any earned but unpaid bonuses for any
                  prior period, and, to the extent not otherwise paid, a
                  pro-rata bonus or incentive compensation payment to the extent
                  payments are awarded to senior executives of the Company and
                  paid at the same time as senior executives are paid.

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

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

         (iv)     As of the date of termination by reason of Executive's death,
                  stock options previously awarded to Executive as of the date
                  of death shall be fully vested, and Executive's estate or
                  beneficiary shall have up to one (1) year from the date of
                  death to exercise all such previously-awarded options,
                  provided that in no event will any option be exercisable
                  beyond its term. No stock options contemplated by this
                  Agreement, but not yet awarded to Executive as of the time of
                  his death, shall be granted.

         (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 



                                       5
   6

                  termination, any accrued but unpaid expenses required to be
                  reimbursed under this Agreement, any vacation accrued to the
                  date of termination, and any earned but unpaid bonuses for any
                  prior period. Executive shall also be eligible for a pro-rata
                  bonus or incentive compensation payment to the extent such
                  awards are made to senior executives of the Company for the
                  year in which Executive is terminated, and to the extent not
                  otherwise paid to the Executive.

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

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

         (iv)     As of the date of termination by reason of Executive's Total
                  Disability, stock options previously awarded to Executive as
                  of the date of termination shall be fully vested, and
                  Executive or his legal guardian shall have up to one (1) year
                  from the date of death to exercise all such previously-awarded
                  options, provided that in no event will any option be
                  exercisable beyond its term. No stock options contemplated by
                  this Agreement, but not yet awarded to Executive as of the
                  time of his employment termination, shall be granted.

         (C) TERMINATION FOR CAUSE. In the event that Executive's employment is
terminated by the Company for Cause, the Company shall pay the following amounts
to Executive:

         (i)      Any accrued but unpaid Base Salary for services rendered to
                  the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination, and any earned but unpaid
                  bonuses for any prior period.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 4(d) hereof up to the date of termination) shall
                  be determined and paid in accordance with the terms of such
                  plans, policies and arrangements.

         (iii)    All options, whether vested or not vested prior to the date of
                  such termination of employment, shall be automatically
                  cancelled on the date of employment termination. However, it
                  is expressly understood and agreed that Executive would have
                  no obligation to repay or otherwise reimburse the Company for
                  funds received as a result of Executive's having exercised any
                  previously-vested stock options prior to his employment
                  termination.




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   7

         (D) VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive
voluntarily terminates employment other than for Good Reason, the Company shall
pay the following amounts to Executive:

         (i)      Any accrued but unpaid Base Salary for services rendered to
                  the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination, and any earned but unpaid
                  bonuses for any prior period.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 4(d) hereof up to the date of termination) shall
                  be determined and paid in accordance with the terms of such
                  plans, policies and arrangements.

         (iii)    Any stock options that have not vested prior to the date of
                  such termination of employment shall be automatically
                  cancelled as of that date, and Executive shall have ninety
                  (90) days following the date of termination of employment to
                  exercise any previously vested options; provided that in no
                  event will any option be exercisable beyond its term. No stock
                  options contemplated by this Agreement, but not yet awarded to
                  Executive as of the time of his employment termination, shall
                  be granted.

         (E) TERMINATION BY THE COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE
FOR GOOD REASON. In the event that Executive's employment is terminated by the
Company for reasons other than death, Total Disability or Cause, or Executive
terminates his employment for Good Reason, the Company shall pay the following
amounts to Executive:

         (i)      Any accrued but unpaid Base Salary for services rendered to
                  the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination, and any earned but unpaid
                  bonuses for any prior period.

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

         (iii)    An amount equal to two times the sum of Executive's Base
                  Salary plus his Target Annual Bonus (in each case as then in
                  effect), of which one-half shall be paid in a lump sum within
                  ten (10) days after such termination and one-half shall be
                  paid during the two (2) year period beginning on the date of
                  Executive's termination and shall be paid at the same time and
                  in the same manner as Base Salary would have been paid if
                  Executive had remained in active employment until the end of
                  such period.

         (iv)     The Company at its expense will continue for Executive and
                  Executive's spouse 



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                  and dependents, all health benefit plans, programs or
                  arrangements, whether group or individual, disability, and
                  other benefit plans, in which Executive was entitled to
                  participate at any time during the twelve-month period prior
                  to the date of termination, until the earliest to occur of (A)
                  two years after the date of termination; (B) Executive's death
                  (provided that benefits provided to Executive's spouse and
                  dependents shall not terminate upon Executive's death); or (C)
                  with respect to any particular plan, program or arrangement,
                  the date Executive becomes eligible to participate in a
                  comparable benefit provided by a subsequent employer. In the
                  event that Executive's continued participation in any such
                  Company plan, program, or arrangement is prohibited, the
                  Company will arrange to provide Executive with benefits
                  substantially similar to those which Executive would have been
                  entitled to receive under such plan, program, or arrangement,
                  for such period on a basis which provides Executive with no
                  additional after tax cost.

         (v)      Executive shall continue to vest in all stock option awards or
                  restricted stock awards over the two (2) year period
                  commencing on the date of such termination. Executive shall
                  have two (2) years and six (6) months after the date of
                  termination to exercise all options to the extent then vested,
                  provided that in no event may any option be exercisable beyond
                  its term.

         (F) NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under
this Agreement, under the terms of any incentive compensation, employee benefit,
or fringe benefit plan applicable to Executive at the time of Executive's
termination or resignation of employment, Executive shall have no right to
receive any other compensation, or to participate in any other plan, arrangement
or benefit, with respect to future periods after such termination or
resignation.

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

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

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

         (i)      The payments and benefits provided for in Section 6(e), except
                  that (A) the 



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                  amount and period with respect to which severance is
                  calculated pursuant to Section 6(e)(iii) will be three (3)
                  years and the amount shall be paid in a lump-sum and (B) the
                  benefit continuation period in Section 6(e)(iv) shall be for
                  three (3) years.

         (ii)     In lieu of Section 6(e)(v), Executive will be 100% vested in
                  all benefits, awards, and grants (including stock option
                  grants and stock awards, all of such stock options exercisable
                  for three (3) years following Termination, provided that in no
                  event will any option be exercisable beyond its term) 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 receive a bonus or incentive compensation payment (the
                  "bonus payment"), payable at 100% of the maximum bonus
                  available to Executive, pro-rated as of the effective date of
                  the termination. The bonus payment shall be payable within
                  five (5) days after the effective date of Executive's
                  termination. Except as may be provided under this Section 7 or
                  under the terms of any incentive compensation, employee
                  benefit, or fringe benefit plan applicable to Executive at the
                  time of Executive's termination of employment, Executive shall
                  have no right to receive any other compensation, or to
                  participate in any other plan, arrangement or benefit, with
                  respect to future periods after such resignation or
                  termination.

         (B) CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

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

         (ii)     For purposes of determining whether any of the Company
                  Payments and Gross-up Payments (collectively the "Total
                  Payments") will be subject to the Excise Tax and the amount of
                  such Excise Tax, (x) the Total Payments shall be treated as
                  "parachute payments" within the meaning of Section 280G(b)(2)
                  of the Code, and all "parachute payments" in excess of the
                  "base amount" (as defined under Code Section 280G[b][3] of the
                  Code) shall be treated as subject to the Excise Tax, 



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                  unless and except to the extent that, in the opinion of the
                  Company's independent certified public accountants appointed
                  prior to any change in ownership (as defined under Code
                  Section 280G[b][2]) or tax counsel selected by such
                  accountants (the "Accountants") such Total Payments (in whole
                  or in part) either do not constitute "parachute payments,"
                  represent reasonable compensation for services actually
                  rendered within the meaning of Section 280G(b)(4) of the Code
                  in excess of the "base amount" or are otherwise not subject to
                  the Excise Tax, and (y) the value of any non-cash benefits or
                  any deferred payment or benefit shall be determined by the
                  Accountants in accordance with the principles of Section 280G
                  of the Code.

         (iii)    For purposes of determining the amount of the Gross-up
                  Payment, the Executive shall be deemed to pay U.S. federal
                  income taxes at the highest marginal rate of U.S. federal
                  income taxation in the calendar year in which the Gross-up
                  Payment is to be made and state and local income taxes at the
                  highest marginal rate of taxation in the state and locality of
                  the Executive's residence for the calendar year in which the
                  Company Payment is to be made, net of the maximum reduction in
                  U.S. federal income taxes which could be obtained from
                  deduction of such state and local taxes if paid in such year.
                  In the event that the Excise Tax is subsequently determined by
                  the Accountants to be less than the amount taken into account
                  hereunder at the time the Gross-up Payment is made, the
                  Executive shall repay to the Company, at the time that the
                  amount of such reduction in Excise Tax is finally determined,
                  the portion of the prior Gross-up Payment attributable to such
                  reduction (plus the portion of the Gross-up Payment
                  attributable to the Excise Tax and U.S. federal, state and
                  local income tax imposed on the portion of the Gross-up
                  Payment being repaid by the Executive if such repayment
                  results in a reduction in Excise Tax or a U.S. federal, state
                  and local income tax deduction), plus interest on the amount
                  of such repayment at the rate provided in Section
                  1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in
                  the event any portion of the Gross-up Payment to be refunded
                  to the Company has been paid to any U.S. federal, state and
                  local tax authority, repayment thereof (and related amounts)
                  shall not be required until actual refund or credit of such
                  portion has been made to the Executive, and interest payable
                  to the Company shall not exceed the interest received or
                  credited to the Executive by such tax authority for the period
                  it held such portion. The Executive and the Company shall
                  mutually agree upon the course of action to be pursued (and
                  the method of allocating the expense thereof) if the
                  Executive's claim for refund or credit is denied.

                  In the event that the Excise Tax is later determined by the
                  Accountant or the Internal Revenue Service to exceed the
                  amount taken into account hereunder at the time the Gross-up
                  Payment is made (including by reason of any payment the
                  existence or amount of which cannot be determined at the time
                  of the Gross-up Payment), the Company shall make an additional
                  Gross-up Payment in respect of such excess (plus any interest
                  or penalties payable with respect to such excess) at the time
                  that the amount of such excess is finally determined.




                                       10
   11

         (iv)     The Gross-up Payment or portion thereof provided for in
                  subsection (iii) above shall be paid not later than the
                  thirtieth (30th) day following an event occurring which
                  subjects the Executive to the Excise Tax; provided, however,
                  that if the amount of such Gross-up Payment or portion thereof
                  cannot be finally determined on or before such day, the
                  Company shall pay to the Executive on such day an estimate, as
                  determined in good faith by the Accountant, of the minimum
                  amount of such payments and shall pay the remainder of such
                  payments (together with interest at the rate provided in
                  Section 1274(b)(2)(B) of the Code), subject to further
                  payments pursuant to subsection (iii) hereof, as soon as the
                  amount thereof can reasonably be determined, but in no event
                  later than the ninetieth day after the occurrence of the event
                  subjecting the Executive to the Excise Tax. In the event that
                  the amount of the estimated payments exceeds the amount
                  subsequently determined to have been due, such excess shall
                  constitute a loan by the Company to the Executive, payable on
                  the fifth day after demand by the Company (together with
                  interest at the rate provided in Section 1274(b)(2)(B) of the
                  Code).

         (v)      In the event of any controversy with the Internal Revenue
                  Service (or other taxing authority) with regard to the Excise
                  Tax, the Executive shall permit the Company to control issues
                  related to the Excise Tax (at its expense), provided that such
                  issues do not potentially materially adversely affect the
                  Executive, but the Executive shall control any other issues.
                  In the event the issues are interrelated, the Executive and
                  the Company shall in good faith cooperate so as not to
                  jeopardize resolution of either issue, but if the parties
                  cannot agree the Executive shall make the final determination
                  with regard to the issues. In the event of any conference with
                  any taxing authority as to the Excise Tax or associated income
                  taxes, the Executive shall permit the representative of the
                  Company to accompany the Executive, and the Executive and the
                  Executive's representative shall cooperate with the Company
                  and its representative.

         (vi)     The Company shall be responsible for all charges of the
                  Accountant.

         (vii)    The Company and the Executive shall promptly deliver to each
                  other copies of any written communications, and summaries of
                  any verbal communications, with any taxing authority regarding
                  the Excise Tax covered by this Section 7(b).

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

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

         (ii)     the following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on the Employment Date, constitute the Board and any new
                  director (other than a director whose initial 



                                       11
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                  assumption of office is in connection with an actual or
                  threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the Company) whose appointment or election by the Board or
                  nomination for election by the Company's stockholders was
                  approved or recommended by a vote of the at least two-thirds
                  (2/3rds) of the directors then still in office who either were
                  directors on the Employment Date or whose appointment,
                  election or nomination for election was previously so approved
                  or recommended;

         (iii)    there is a consummated merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (A) a merger or consolidation
                  which would result in the voting securities of the Company
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving or parent entity) more than
                  fifty percent (50%) of the combined voting power of the voting
                  securities of the Company or such surviving or parent equity
                  outstanding immediately after such merger or consolidation or
                  (B) a merger or consolidation effected to implement a
                  recapitalization of the Company (or similar transaction) in
                  which no Person, directly or indirectly, acquired twenty-five
                  percent (25%) or more of the combined voting power of the
                  Company's then outstanding securities (not including in the
                  securities beneficially owned by such person any securities
                  acquired directly from the Company or its Affiliates); or

         (iv)     the stock holders of the Company approve a plan of complete
                  liquidation of the Company or there is consummated an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets (or any transaction
                  having a similar effect), other than a sale or disposition by
                  the Company of all or substantially all of the Company's
                  assets to an entity, at least fifty percent (50%) of the
                  combined voting power of the voting securities of which are
                  owned by stockholders of the Company in substantially the same
                  proportions as their ownership of the Company immediately
                  prior to such sale.

         For purposes of this Section 7(c), the following terms shall have the
following meanings:

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

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

                  (iii) "Person" shall have the meaning set forth in Section
                  3(a)(9) of the Exchange Act, as modified and used in Sections
                  13(d) and 14(d) thereof, except that such term shall not
                  include (1) the Company, (2) a trustee or other fiduciary
                  holding securities under an employee benefit plan of the
                  Company, (3) an underwriter temporarily holding securities
                  pursuant to an offering of such securities or (4) a
                  corporation owned, directly or indirectly, by the stockholders
                  of 



                                       12
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                  the Company in substantially the same proportions as their
                  ownership of shares of Common Stock of the Company.

         8. COVENANTS

         (A) THIS AGREEMENT. The terms of this Agreement constitute Confidential
Information, which Executive shall not disclose to anyone other than Executive's
spouse, attorneys, advisors, or as required by law. Disclosure of these terms is
a material breach of this Agreement and could subject Executive to disciplinary
action, including without limitation, termination of employment for Cause.

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

         (C) CONFIDENTIAL INFORMATION; NON-DISCLOSURE. Executive acknowledges
that the business of the Company is highly competitive and that the Company has
agreed to provide and immediately will provide Executive with access to
"Confidential Information" relating to the business of the Company and its
affiliates.

         For purposes of this Agreement, "Confidential Information" means and
includes the Company's confidential and/or proprietary information and/or trade
secrets that have been developed or used and/or will be developed and that
cannot be obtained readily by third parties from outside sources. Confidential
Information includes, by way of example and without limitation, the following
information regarding customers, employees, contractors, and the industry not
generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and
processes; procurement procedures and pricing techniques; the names of and other
information concerning customers, investors, and business affiliates (such as
contact name, service provided, pricing for that customer, type and amount of
services used, credit and financial data, and/or other information relating to
the Company's relationship with that customer); pricing strategies and price
curves; positions, plans, and strategies for expansion or acquisitions; budgets;
customer lists; research; weather data; financial and sales data; trading
methodologies and terms; evaluations, opinions, and interpretations of
information and data; marketing and merchandising techniques; prospective
customers' names and marks; grids and maps; electronic databases; models;
specifications; computer programs; internal business records; contracts
benefiting or obligating the Company; bids or proposals submitted to any third
party; technologies and methods; training methods and training processes;
organizational structure; personnel information, including 



                                       13
   14

salaries of personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary information.
Information need not qualify as a trade secret to be protected as Confidential
Information under this Agreement, and the authorized and controlled disclosure
of Confidential Information to authorized parties by Company in the pursuit of
its business will not cause the information to lose its protected status under
this Agreement. Executive acknowledges that this Confidential Information
constitutes a valuable, special, and unique asset used by the Company or its
affiliates in their businesses to obtain a competitive advantage over their
competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to
the Company and its affiliates in maintaining their competitive position.

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

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

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

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

                  Engage in, or assist any person, entity, or business engaged
                  in, the selling or providing of products or services that
                  would displace the 



                                       14
   15

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

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

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

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

         (F) NON-SOLICITATION OF EMPLOYEES. During Executive's employment, and
for a period of two (2) years following the termination of employment for any
reason, Executive will not, either directly or indirectly, call on, solicit,
encourage, or induce any other employee or officer of the Company or its
affiliates whom Executive had contact with, knowledge of, or association within
the course of employment with the Company to terminate his or her employment,
and will not assist any other person or entity in such a solicitation.

         (G) 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 



                                       15
   16

damaging to the integrity, reputation or good will of the Company, its
management, or of management of corporations affiliated with the Company.

         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 for Cause pursuant to Section 5(c)(i), which
shall be in addition to and not exclusive of any and all other rights and
remedies the Company may have against Executive.

         (B) RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
covenants set forth in Section 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 or anticipatory breach of the
covenants set forth in this section by Executive, Executive and the Company
agree that the Company shall be entitled to seek the following particular forms
of relief, in addition to remedies otherwise available to it at law or equity:
(A) injunctions, both preliminary and permanent, enjoining or restraining such
breach or anticipatory breach and Executive hereby consents to the issuance
thereof forthwith and without bond by any court of competent jurisdiction; and
(B) recovery of all reasonable sums as determined by a court of competent
jurisdiction expended and costs, including reasonable attorney's fees, incurred
by the Company 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 but ancillary covenants, one for each
applicable State in the United States and the District of Columbia, and one for
each applicable foreign country. If in any judicial proceeding, a court shall
hold that any of the covenants set forth in Section 8 exceed the time,
geographic, or occupational limitations permitted by applicable laws, Executive
and the Company agree that such provisions shall and are hereby reformed to the
maximum time, geographic, or occupational limitations permitted by such laws.
Further, in the event a court shall hold unenforceable any of the separate
covenants deemed included herein, then such unenforceable covenant or covenants
shall be deemed eliminated from the provisions of this Agreement for the purpose
of such proceeding to the extent necessary to permit the remaining separate
covenants to be enforced in such proceeding. Executive and the Company further
agree that the covenants in Section 8 shall each be construed as a separate
agreement independent of any other provisions of this Agreement, and the
existence of any claim or cause of action by Executive against the Company
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of any of the covenants of Section 8.

         10. INDEMNIFICATION.

         The Company shall indemnify and hold harmless Executive to the fullest
extent permitted by Delaware law for any action or inaction of Executive while
serving as an officer and director of the Company or, at the Company's request,
as an officer or director of any other entity or as a fiduciary of any benefit
plan. This provision includes the obligation and undertaking of the Executive to
reimburse the Company for any fees advanced by the Company on behalf of the
Executive should it later be determined that Executive was not entitled to have
such fees 



                                       16
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advanced by the Company under Delaware law. The Company shall cover the
Executive under directors and officers liability insurance both during and,
while potential liability exists, after the Employment Period in the same amount
and to the same extent as the Company covers its other officers and directors.

         11. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.

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

         12. WITHHOLDING OF TAXES.

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


         13. SOURCE OF PAYMENTS.

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

         14. ASSIGNMENT.

         Except as otherwise provided in this Agreement, this Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, representatives, successors and assigns. This Agreement shall
not be assignable by Executive (but any payments due hereunder which would be
payable at a time after Executive's death shall be paid to Executive's
designated beneficiary or, if none, his estate) and shall be assignable by the
Company only to any financially solvent corporation or other entity resulting
from the reorganization, merger or consolidation of the Company with any other
corporation or entity or any corporation or entity to or with which the
Company's business or substantially all of its business or assets may be sold,




                                       17
   18

exchanged or transferred, and it must be so assigned by the Company to, and
accepted as binding upon it by, such other corporation or entity in connection
with any such reorganization, merger, consolidation, sale, exchange or transfer
in a writing delivered to Executive in a form reasonably acceptable to Executive
(the provisions of this sentence also being applicable to any successive such
transaction).

         15. ENTIRE AGREEMENT; AMENDMENT.

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

         16. GOVERNING LAW.

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

         17. REQUIREMENT OF TIMELY PAYMENTS.

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

         18. NOTICES.

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

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

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

         19. MISCELLANEOUS.




                                       18
   19

         (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, this Agreement is EXECUTED and EFFECTIVE as of the
day set forth above.


                                       RICHARD FELAGO
                                       ("Executive")


                                       /s/ RICHARD FELAGO
                                       -----------------------------------------
                                       Richard Felago

                                                                                
                                       --------------------------------(Address)
                                                                                
                                       -----------------------------------------





                                       19
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                                       WASTE MANAGEMENT, INC.
                                       (The "Company")



                                       By: /s/ A. MAURICE MYERS
                                          --------------------------------------
                                          A. Maurice Myers
                                          President and Chief Executive Officer





                                       20