{"id":39686,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-usa-waste-services-inc-and-charles-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-usa-waste-services-inc-and-charles-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-usa-waste-services-inc-and-charles-a.html","title":{"rendered":"Employment Agreement &#8211; USA Waste Services Inc. and Charles A. Wilcox"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENTUSA WASTE SERVICES, INC. (the \"Company\"), and CHARLES A. WILCOX (the\"Executive\") hereby enter into this EMPLOYMENT AGREEMENT (\"Agreement\") dated asof 2-3-98, as follows:1. EMPLOYMENT.The Company shall employ Executive, and Executive shall be employed by theCompany upon the terms and subject to the conditions set forth in thisAgreement.2. TERM OF EMPLOYMENT.The period of Executive's employment under this Agreement shall begin as ofJanuary 1, 1997, and shall be for continuously renewing three (3) year terms,unless Executive's employment is terminated in accordance with Section 5 below.3. DUTIES AND RESPONSIBILITIES.(a)  Executive shall serve as Regional Vice President, and report to President     and Chief Operating Officer. In such capacity, Executive shall perform such     duties as may be assigned to Executive from time to time by the Board of     Directors of the Company, or the Chief Operating Officer of the Company, or     the Chief Executive Officer of the Company.(b)  Executive shall faithfully serve the Company, and\/or its affiliated     corporations, devote Executive's full working time, attention and energies     to the business of the Company, and\/or its affiliated corporations, and     perform the duties under this Agreement to the best of Executive's     abilities. Executive may make and manage his personal investments, provided     such investments in other activities do not violate, in any material     respect, the provisions of Section 8 of this Agreement.(c)  Executive shall (i) comply with all applicable laws, rules and regulations,     and all requirements of all applicable regulatory, self-regulatory, and     administrative bodies; (ii) comply with the Company's rules, procedures,     policies, requirements, and directions; and (iii) not engage in any other     business or employment without the written consent of the Company except as     otherwise specifically provided herein.4. COMPENSATION AND BENEFITS.(a)  BASE SALARY. During the Employment Term, the Company shall pay Executive a     base salary at the annual rate of three hundred ten thousand ($310,000)     dollars per year, or such higher rate as may be determined from time to     time by the Company (\"Base Salary\"). Such Base Salary shall be paid in     accordance with the Company's standard payroll practice for executives.   2(b)  EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for     the ordinary and necessary business expenses incurred by Executive in the     performance of the duties hereunder in accordance with the Company's     customary practices applicable to executives, provided that such expenses     are incurred and accounted for in accordance with the Company's policy.(c)  BENEFIT PLANS. Executive shall be eligible to participate in or receive     benefits under any pension plan, profit sharing plan, medical and dental     benefits plan, life insurance plan, short-term and long-term disability     plans, supplemental and\/or incentive compensation plans, or any other     fringe benefit plan, generally made available by the Company to executives     working pursuant to this form of Agreement (hereinafter referred to as     \"similarly situated executives.\"(d)  EMPLOYEE'S EXPENSES. All costs and expenses (including reasonable legal,     accounting and other advisory fees) incurred by the Executive to (i) defend     the validity of this Agreement, (ii) contest any determination by the     Company concerning the amounts payable (or reimbursable) by the Company to     the Executive under this Agreement, (iii) determine in any tax year of the     Executive, the tax consequences to the Executive of any amount payable (or     reimbursable) under Section 7(b) or 7(c) hereof, or (iv) prepare responses     to an Internal Revenue Service audit of, and to otherwise defend, his     personal income tax return for any year which is the subject of any such     audit, or an adverse determination, administrative proceedings or civil     litigation arising therefrom that is occasioned by or related to any audit     by the Internal Revenue Service of the Company's income tax returns, are,     upon written demand by the Executive, to be promptly advanced or reimbursed     to the Executive, or paid directly, on a current basis, by the Company or     its successors.5. TERMINATION OF EMPLOYMENT.Executive's employment hereunder may be terminated under the followingcircumstances:(a)  DEATH. Executive's employment hereunder shall terminate upon Executive's     death.(b)  TOTAL DISABILITY. The Company may terminate Executive's employment     hereunder upon Executive becoming \"Totally Disabled\". For purposes of this     Agreement, Executive shall be \"Totally Disabled\" if Executive is physically     or mentally incapacitated so as to render Executive incapable of     performing Executive's usual and customary duties under this Agreement.     Executive's receipt of disability benefits under the Company's long-term     disability plan or receipt of Social Security disability benefits shall be     deemed conclusive evidence of Total Disability for purpose of this     Agreement; provided, however, that in the absence of Executive's receipt of     such long-term disability benefits or Social Security benefits, the     Company's Board of Directors may, in its reasonable discretion (but based     upon appropriate medical evidence), determine that Executive is Totally     Disabled.                                  Page 2 of 15   3(c)  TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive's     employment hereunder for \"Cause\" at any time after providing written notice     to Executive.     (i)   For purposes of this Agreement, the term \"Cause\" shall mean any of            the following: (A) conviction of a crime (including conviction on a            nolo contendere plea) involving a felony or, in the good faith            judgment of the Company's Board of Directors, fraud, dishonesty, or            moral turpitude; (B) deliberate and continual refusal to perform            employment duties reasonably requested by the Company or an affiliate           after thirty (30) days' written notice by certified mail of such            failure to perform, specifying that the failure constitutes cause            (other than as a result of vacation, sickness, illness or injury);            (C) fraud or embezzlement determined in accordance with the Company's           normal, internal investigative procedures consistently applied in            comparable circumstances; (D) gross misconduct or gross negligence in           connection with the business of the Company or an affiliate which has           substantial effect on the Company or the affiliate; or (E) breach of           any of the covenants set forth in Section 8 hereof.     (ii)  An individual will be considered to have been terminated for Cause if           the Company determines that the individual engaged in an act           constituting Cause at any time prior to a payment date for an award,           regardless of whether the individual terminates employment            voluntarily or is terminated involuntarily, and regardless of            whether the individual's termination initially was considered to            have been for Cause.     (iii) Any determination of Cause under this Agreement shall be made by           resolution of the Company's Board of Directors adopted by the           affirmative vote of not less than a majority of the entire membership           of the Board of Directors at a meeting called and held for that           purpose and at which Executive is given an opportunity to be heard.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment     hereunder at any time after providing ninety (90) days' written notice to     the Company, or for good reason as described in Section 7 of this     Agreement.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate     Executive's employment hereunder without Cause at any time after providing     written notice to Executive.6.   COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.In the event that Executive's employment hereunder is terminated, Executiveshall be entitled to the following compensation and benefits upon suchtermination:(a)  TERMINATION BY REASON OF DEATH. In the event that Executive's employment is     terminated by reason of Executive's death, the Company shall pay the     following amounts to Executive's beneficiary or estate:                                  Page 3 of 15   4     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of death, any accrued but unpaid expenses required to be reimbursed           under this Agreement; a pro-rata \"bonus\" or incentive compensation           payment to the extent payments are awarded to similarly situated           executives and paid at the same time as similarly situated executives           are paid; and any vacation accrued to the date of death.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            as determined and paid in accordance with the terms of such plans,           policies and arrangements.     (iii) An amount equal to the Base Salary (at the rate in effect as of the           date of Executive's death) which would have been payable to Executive           if Executive had continued in employment until the end of the current           Employment Term (three [3] years). Such amount shall be paid in a           single lump sum cash payment within thirty (30) days after            Executive's death.     (iv)  As of the date of termination by reason of Executive's death, stock           options awarded to Executive shall be fully vested. Executive's            estate or beneficiary shall have up to one (1) year from the date of           death to exercise all such options. (b)  TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's     employment is terminated by reason of Executive's Total Disability as     determined in accordance with Section 5(b), the Company shall pay the     following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination. Executive shall also be eligible for a bonus or            incentive compensation payment to the extent such awards are made to           similarly situated executives, pro-rated for the year in which            Executive is terminated and paid at the same time as similarly            situated executives are paid.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) The Base Salary (at the rate in effect as of the date of Executive's           Total Disability) which would have been payable to Executive if           Executive had continued in active employment until the end of the           current Employment Term (three [3] years). Payment shall be made at           the same time and in the same manner as such compensation would have           been paid if Executive had remained in active employment until the            end of such period.     (iv)  As of the date of termination by reason of Executive's total           disability, Executive shall be fully vested in all stock option           awards. Executive shall have up to one (1)                                  Page 4 of 15   5          year from the date of termination by reason of total disability to          exercise all such options.(c)  TERMINATION FOR CAUSE. In the event that Executive's employment is     terminated by the Company for Cause pursuant to Section 5(c), the Company     shall pay the following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive terminates     employment pursuant to Section 5(d), and other than for a resignation     tendered pursuant to Section 7 of this Agreement, the Company shall pay the     following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that Executive's     employment is terminated by the Company pursuant to Section 5(e) for     reasons other than death, Total Disability or Cause, the Company shall pay     the following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An annual amount equal to 75 percent (75%) of the average of           Executive's \"Total Annual Direct Compensation\" for the two highest of           the three most recent calendar years prior to Executive's            termination. Such annual amount shall be paid during the three (3)            year period beginning on the date of Executive's termination and            shall be paid at the same time and in the same manner as Base Salary            would have been paid if Executive had remained in active employment            until the end of such period. For                                  Page 5 of 15   6           purposes of this Agreement, the term \"Total Annual Direct           Compensation\" means the total of the Base Salary and other cash           compensation payable to Executive attributable to a calendar year (A)           including any cash compensation which would have been payable for            such year but for Executive's election to defer payment of such           compensation and (B) excluding any amounts recognized as compensation           as a result of Executive's exercise of a stock option or receipt of a           stock award.     (iv)  The Company completely at its expense will continue for Executive and           Executive's spouse and dependents, all health benefit plans, programs           or arrangements, whether group or individual, in which Executive was           entitled to participate at any time during the twelve-month period           prior to the date of termination, until the earliest to occur of (A)           three (3) years after the date of termination; (B) Executive's death           (provided that benefits payable to Executive's beneficiaries shall            not terminate upon Executive's death); or (C) with respect to any           particular plan, program or arrangement, the date Executive becomes           covered by a comparable benefit by a subsequent employer. In the            event that Executive's continued participation in any such plan,            program, or arrangement of the Company is prohibited, the Company            will arrange to provide Executive with benefits substantially similar           to those which Executive would have been entitled to receive under            such plan, program, or arrangement, for such period.     (v)   Except to the extent prohibited by law, Executive will be 100% vested           in all benefits, awards, and grants accrued but unpaid as of the date           of termination under any pension plan, profit sharing plan,           supplemental and\/or incentive compensation plans, and stock option           plans in which Executive was a participant as of the date of           termination. Executive shall have one (1) year from the date of           termination to exercise stock options. Executive shall also be           eligible for a bonus or incentive compensation payment, to the extent           payments are made to similarly situated executives, pro-rated for the           year in which the Executive is terminated, paid at the same time as           similarly situated executives are paid.(f)  NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this     Agreement, under the terms of any incentive compensation, employee benefit,     or fringe benefit plan applicable to Executive at the time of Executive's     termination or resignation of employment, Executive shall have no right to     receive any other compensation, or to participate in any other plan,     arrangement or benefit, with respect to future periods after such     termination or resignation.(g)  SUSPENSION OR TERMINATION OF BENEFITS AND COMPENSATION. In the event that     the Company, in its sole discretion determines that, without the Company's     express written consent, Executive has     (i)  directly or indirectly engaged in, assisted or have any active          interest or involvement whether as an employee, agent, consultant,          creditor, advisor, officer, director, stockholder (excluding holding          of less than 1% of the stock of a public company),                                  Page 6 of 15   7          partner, proprietor, or any type of principal whatsoever, in any          person, firm, or business entity which is directly or indirectly          competitive with the Company or any of its affiliates, or     (ii) directly or indirectly, for or on behalf of any person, firm, or          business entity which is directly or indirectly competitive with the          Company or any of its affiliates (A) solicited or accepted from any          person or entity who is or was a client of the Company during the term          of Executive's employment hereunder or during any of the twelve          calendar months preceding or following the termination of Executive's          employment any business for services similar to those rendered by the          Company, (B) requested or advised any present or future customer of          the Company to withdraw, curtail or cancel its business dealings with          the Company, or (C) requested or advised any employee of the Company          to terminate his or her employment with the Company;     the Company shall have the right to suspend or terminate any or all     remaining benefits payable pursuant to Section 6 of this Agreement. Such     suspension or termination of benefits shall be in addition to and shall not     limit any and all other rights and remedies that the Company may have     against Executive.7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWINGCHANGE IN CONTROL.(a)  RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a     \"Change in Control\" occurs, Executive will be paid the compensation     described in this Section 7 if Executive resigns or is terminated (both a     \"resignation\" and \"termination\" being referred to as \"termination\" for the     purposes of this Section 7) from employment with the Company at any time     prior to the six (6) month anniversary of the date of the Change in Control     following the occurrence of any of the following events:     (i)   without Executive's express written consent, the assignment to           Executive of any duties inconsistent with Executive's positions,           duties, responsibilities and status with the Company immediately           before a Change in Control, or a change in Executive's reporting,           responsibilities, titles or offices as in effect immediately before a           Change in Control, or any removal of Executive from, or any failure            to re-elect Executive to, any of such positions, except in connection           with the termination of Executive's employment as a result of death,           or by the Company for Disability or Cause, or by Executive other than           for the reasons described in this Section 7(a);     (ii)  a reduction by the Company in Executive's Base Salary as in effect           immediately before a Change in Control plus all increases therein           subsequent thereto;     (iii) the failure of the Company substantially to maintain and to continue           Executive's participation in the Company's benefit plans as in effect           immediately before a Change in Control and with all improvements           therein subsequent thereto (other than                                  Page 7 of 15   8           those plans or improvements that have expired thereafter in            accordance with their original terms), or the taking of any action            which would materially reduce Executive's benefits under any of such            plans or deprive Executive of any material fringe benefit enjoyed by            Executive immediately before a Change in Control, unless such            reduction or termination is required by law;     (iv)  the failure of the Company to provide Executive with an appropriate           adjustment to compensation such as a lump sum relocation bonus,            salary adjustment and\/or housing allowance so that Executive can            purchase comparable primary housing if required to relocate (it being           the intention of this Section 7[a][iv] to keep the Executive \"whole\"           if required to relocate). In this regard, comparable housing shall be           determined by comparing factors such as location (taking into            account, by way of example, items such as the value of the            surrounding neighborhood, reputation of the public school district,            if applicable, security and proximity to Executive's place of work),           quality of construction, design, age, size of the housing and the            ratio of the monthly payments including principle, interest, taxes            and insurance to the Executive's take home pay, to housing most            recently owned by Executive prior to, or as of the effective date of           the change of control;     (v)   the failure by the Company to pay Executive any portion of            Executive's current compensation, or any portion of Executive's            compensation deferred under any plan, agreement or arrangement of or           with the Company, within seven (7) days of the date such            compensation is due; or     (vi)  the failure by the Company to obtain an assumption of, and agreement           to perform the obligations of the Company under this Agreement by any           successor to the Company.(b)  COMPENSATION PAYABLE. In the event that Executive terminates employment     pursuant to Section 7(a), the Company shall pay the following amounts to     Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4c hereof,            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An amount equal to $1.00 less than three (3) times Executive's \"base           amount\" within the full meaning of Section 280G of the Internal           Revenue Code. Such amount shall be paid to Executive in a single lump           sum cash payment within five (5) business days after the effective           date of Executive's termination.                                  Page 8 of 15   9     (iv) Executive will be 100% vested in all benefits, awards, and grants          (including stock options) accrued but unpaid as of the date of          termination under any non-qualified pension plan, supplemental and\/or          incentive compensation or bonus plans, in which Executive was a          participant as of the date of termination. Executive shall also be          eligible for a bonus or incentive compensation payment (the \"bonus          payment\"), payable at 100% of the maximum bonus available to          Executive, pro-rated as of the effective date of the termination. The          bonus payment shall be payable within five (5) days after the          effective date of Employee's termination. Employee shall have until          the expiration date shown on the stock option award in which to          exercise the options which have vested pursuant to this section.          Except as may be provided under this Section 7 or under the terms of          any incentive compensation, employee benefit, or fringe benefit plan          applicable to Executive at the time of Executive's resignation from          employment, Executive shall have no right to receive any other          compensation, or to participate in any other plan, arrangement or          benefit, with respect to future periods after such resignation or          termination.     (c)  CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any          portion of the benefits payable under this Agreement, and any other          payments and benefits under any other agreement with, or plan of the          Company to or for the benefit of the Executive (in aggregate, \"Total          Payments\") constitute an \"excess parachute payment\" within the meaning          of Section 280G of the Internal Revenue Code (the \"Code\"), then the          Company shall pay the Executive as promptly as practicable following          such determination an additional amount (the \"Gross-up Payment\")          calculated as described below to reimburse the Executive on an          after-tax basis for any excise tax imposed on such payments under          Section 4999 of the Code. The Gross-up Payment shall equal the amount,          if any, needed to ensure that the net parachute payments (including          the Gross-up Payment) actually received by the Executive after the          imposition of federal and state income, employment and excise taxes          (including any interest or penalties imposed by the Internal Revenue          Service), are equal to the amount that the Executive would have netted          after the imposition of federal and state income and employment taxes,          had the Total Payments not been subject to the taxes imposed by          Section 4999. For purposes of this calculation, it shall be assumed          that the Executive's tax rate will be the maximum federal rate to be          computed with regard to Section 1(g) of the Code.          In the event that the Executive and the Company are unable to agree as          to the amount of the Gross-up Payment, if any, the Company shall          select a law firm or accounting firm from among those regularly          consulted (during the twelve-month period immediately prior to a          Change-in-Control) by the Company regarding federal income tax matters          and such law firm or accounting firm shall determine the amount of          Gross-up Payment and such determination shall be final and binding          upon the Executive and the Company.     (d)  CHANGE IN CONTROL. For purposes of this Agreement, \"Change in Control\"          means the occurrence of any of the following events:          (i)  Any transfer to, assignment to, or any acquisition by any person,               corporation or other entity, or group thereof, of the beneficial               ownership, within the meaning of Section 13(d) of the Securities               Exchange Act of 1934, of any securities of the                                   Page 9 of 15   10               Company, which transfer, assignment or acquisition results in               such person, corporation, entity, or group thereof, becoming the               beneficial owner, directly or indirectly, of securities of the               Company representing 25 percent (25%) or more of the combined               voting power of the Company's then outstanding securities; or          (ii) As a result of a tender offer, merger, consolidation, sale of               assets, or contested election, or any combination of such               transactions, the persons who were directors immediately before               the transaction shall cease to constitute a majority of the Board               of Directors of the Company or any successor to the Company.8. RESTRICTIVE COVENANTS(a)  COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times     during Executive's period of employment with the Company, and during the     period that payments are made to Executive pursuant to Section 6 of this     Agreement, Executive will not engage in, assist, or have any active     interest or involvement (whether as an employee, agent, consultant,     creditor, advisor, officer, director, stockholder (excluding holding of     less than 1% of the stock of a public company), partner, proprietor or any     type of principal whatsoever in any person, firm, or business entity which,     directly or indirectly, is engaged in the same business as that conducted     and carried on by the Company, without the Company's specific written     consent to do so. Executive further agrees that for a period of one (1)     year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or for a period of two (2) years following the date     of termination, whichever is later, Executive will not, directly or     indirectly, within 75 miles of any operating location of any affiliate of     the Company, engage in, assist, or have any active interest or involvement,     whether as an employee, agent, consultant, creditor, advisor, officer,     director, stockholder (excluding holding of less that 1% of the stock of a     public company), partner, proprietor or any type of principal whatsoever in     any person, firm, or business entity which, directly or indirectly, is     engaged in the same business as that conducted and carried on by the     Company or any of its affiliated companies, without the Company's specific     written consent to do so.(b)  NON-SOLICITATION. Executive covenants and agrees that at all times during     Executive's period of employment with the Company, and for a period of one     (1) year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or two (2) years after the date of termination of the     Executive's employment, whichever date is later, whether such termination     is voluntary or involuntary by wrongful discharge, or otherwise, Executive     will not directly or indirectly (i) induce any customers of the Company or     corporations affiliated with the Company to patronize any similar business     which competes with any material business of the Company; (ii) canvass,     solicit or accept any similar business from any customer of the Company or     corporations affiliated with the Company; (iii) directly or indirectly     request or advise any customers of the Company or corporations affiliated     with the Company to withdraw, curtail or cancel such customer's business     with the Company; or (iv) directly or indirectly disclose to any other     person, firm or corporation the names or addresses of any of the customers     of the Company or corporations affiliated with the Company.                                 Page 10 of 15   11(c)  NON-DISPARAGEMENT. Executive covenants and agrees that Executive shall not     engage in any pattern of conduct that involves the making or publishing of     written or oral statements or remarks (including, without limitation, the     repetition or distribution of derogatory rumors, allegations, negative     reports or comments) which are disparaging, deleterious or damaging to the     integrity, reputation or good will of the Company, its management, or of     management of corporations affiliated with the Company.(d)  PROTECTED INFORMATION. Executive recognizes and acknowledges that Executive     has had and will continue to have access to various confidential or     proprietary information concerning the Company and corporations affiliated     with the Company of a special and unique value which may include, without     limitation, (i) books and records relating to operation, finance,     accounting, sales, personnel and management, (ii) policies and matters     relating particularly to operations such as customer service requirements,     costs of providing service and equipment, operating costs and pricing     matters, and (iii) various trade or business secrets, including customer     lists, route sheets, business opportunities, marketing or business     diversification plans, business development and bidding techniques, methods     and processes, financial data and the like (collectively, the \"Protected     Information\"). Executive therefore covenants and agrees that Executive will     not at any time, either while employed by the Company or afterwards,     knowingly make any independent use of, or knowingly disclose to any other     person or organization (except as authorized by the Company) any of the     Protected Information.9. ENFORCEMENT OF COVENANTS.(a)  TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive agrees     that any breach by Executive of any of the covenants set forth in Section 8     hereof during Executive's employment by the Company, shall be grounds for     immediate dismissal of Executive and forfeiture of any accrued and unpaid     salary, bonus, commissions or other compensation of such Executive as     liquidated damages, which shall be in addition to and not exclusive of any     and all other rights and remedies the Company may have against Executive.(b)  RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants     set forth in Section 8 hereof will cause irreparable damage to the Company     with respect to which the Company's remedy at law for damages will be     inadequate. Therefore, in the event of breach of anticipatory breach of the     covenants set forth in this section by Executive, Executive and the Company     agree that the Company shall be entitled to the following particular forms     of relief, in addition to remedies otherwise available to it at law or     equity; (i) injunctions, both preliminary and permanent, enjoining or     retraining such breach or anticipatory breach and Executive hereby consents     to the issuance thereof forthwith and without bond by any court of     competent jurisdiction; and (ii) recovery of all reasonable sums expended     and costs, including reasonable attorney's fees, incurred by the Company to     enforce the covenants set forth in this section.(c)  SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof     constitute a series of separate covenants, one for each applicable State in     the United States and the District of                                 Page 11 of 15   12     Columbia, and one for each applicable foreign country. If in any judicial     proceeding, a court shall hold that any of the covenants set forth in     Section 8 exceed the time, geographic, or occupational limitations     permitted by applicable laws, Executive and the Company agree that such     provisions shall and are hereby reformed to the maximum time, geographic,     or occupational limitations permitted by such laws. Further, in the event a     court shall hold unenforceable any of the separate covenants deemed     included herein, then such unenforceable covenant or covenants shall be     deemed eliminated from the provisions of this Agreement for the purpose of     such proceeding to the extent necessary to permit the remaining separate     covenants to be enforced in such proceeding. Executive and the Company     further agree that the covenants in Section 8 shall each be construed as a     separate agreement independent of any other provisions of this Agreement,     and the existence of any claim or cause of action by Executive against the     Company whether predicated on this Agreement or otherwise, shall not     constitute a defense to the enforcement by the Company of any of the     covenants of Section 8.10. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.If at any time during the term of this Agreement or afterwards there shouldarise any dispute as to the validity, interpretation or application of any termor condition of this Agreement, the Company agrees, upon written demand byExecutive (and Executive shall be entitled upon application to any court ofcompetent jurisdiction, to the entry of a mandatory injunction, without thenecessity of posting any bond with respect thereto, compelling the Company) topromptly provide sums sufficient to pay on a current basis (either directly orby reimbursing Executive) Executive's costs and reasonable attorney's fees(including expenses of investigation and disbursements for the fees and expensesof experts, etc.) incurred by Executive in connection with any such dispute orany litigation, (a) provided that Executive shall repay any such amounts paid oradvanced if Executive is not the prevailing party with respect to any dispute orlitigation arising under Sections 5c or 8 of this Agreement, or (b) regardlessof whether Executive is the prevailing parry in a dispute or in litigationinvolving any other provision of this Agreement, provided that the court inwhich such litigation is first initiated determines with respect to thisobligation, upon application of either party hereto, Executive did not initiatefrivolously such litigation. Under no circumstances shall Executive be obligatedto pay or reimburse the Company for any attorneys' fees, costs or expensesincurred by the Company. The provisions of this Section 10 shall survive theexpiration or termination of this Agreement and of Executive's employmenthereunder.11. WITHHOLDING OF TAXES.The Company may withhold from any compensation and benefits payable under thisAgreement all applicable federal, state, local, or other taxes.                                 Page 12 of 15   1312. NON-DISCLOSURE OF AGREEMENT TERMS.Executive agrees that Executive will not disclose the terms of this Agreement toany third party other than Executive's immediate family, attorney, accountants,or other consultants or advisors or except as may be required by anygovernmental authority.13. SOURCE OF PAYMENTS.All payments provided under this Agreement, other than payments made pursuant toa plan which provides otherwise, shall be paid from the general funds of theCompany, and no special or separate fund shall be established, and no othersegregation of assets made, to assure payment. Executive shall have no right,title or interest whatever in or to any investments which the Company may maketo aid the Company in meeting its obligations hereunder. To the extent that anyperson acquires a right to receive payments from the Company hereunder, suchright shall be no greater than the right of an unsecured creditor of theCompany.14. ASSIGNMENT.Except as otherwise provided in this Agreement, this Agreement shall inure tothe benefit of and be binding upon the parties hereto and their respectiveheirs, representatives, successors and assigns. This Agreement shall not beassignable by Executive, and shall be assignable by the Company only to anyfinancially solvent corporation or other entity resulting from thereorganization, merger or consolidation of the Company with any othercorporation or entity or any corporation or entity to or with which theCompany's business or substantially all of its business or assets may be sold,exchanged or transferred, and it must be so assigned by the Company to, andaccepted as binding upon it by, such other corporation or entity in connectionwith any such reorganization, merger, consolidation, sale, exchange or transfer(the provisions of this sentence also being applicable to any successive suchtransaction).15. ENTIRE AGREEMENT; AMENDMENT.This Agreement shall supersede any and all existing oral or written agreements,representations, or warranties between Executive and the Company or any of itssubsidiaries or affiliated entities relating to the terms of Executive'semployment by the Company. It may not be amended except by a written agreementsigned by both parties.16. GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the laws ofthe State of Texas applicable to agreements made and to be performed in thatState, without regard to its conflict of laws provisions.                                  Page 13 of 15   1417. NOTICES.Any notice, consent, request or other communication made or given in connectionwith this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by registered or certified mail, return receiptrequested, or by facsimile or by hand delivery, to those listed below at theirfollowing respective addresses or at such other address as each may specify bynotice to the others:                  To the Company:                  USA Waste Services, Inc.                  1001 Fannin, Suite 4000                  Houston, Texas 77002                  Attention:   Corporate Secretary                  To Executive:                  At the address for Executive set forth below.18. MISCELLANEOUS.(a)  WAIVER. The failure of a party to insist upon strict adherence to any term     of this Agreement on any occasion shall not be considered a waiver thereof     or deprive that party of the right thereafter to insist upon strict     adherence to that term or any other term of this Agreement.(b)  SEPARABILITY. Subject to Section 9 hereof, if any term or provision of this     Agreement is declared illegal or unenforceable by any court of competent     jurisdiction and cannot be modified to be enforceable, such term or     provision shall immediately become null and void, leaving the remainder of     this Agreement in full force and effect.(c)  HEADINGS. Section headings are used herein for convenience of reference     only and shall not affect the meaning of any provision of this Agreement.(d)  RULES OF CONSTRUCTION. Whenever the context so requires, the use of the     singular shall be deemed to include the plural and vice versa.(e)  COUNTERPARTS. This Agreement may be executed in any number of counterparts,     each of which so executed shall be deemed to be an original, and such     counterparts will together constitute but one Agreement.                                 Page 14 of 15   15IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe day and year first above written.USA WASTE SERVICES, INC.By: \/s\/ [ILLEGIBLE]                        Date:        2\/3\/98    ------------------------------               ----------------------Name:      ----------------------------Title:       ---------------------------EXECUTIVE    \/s\/ CHARLES A. WILCOX                  Date:       2\/3\/98----------------------------------               ----------------------Address: 511 VALHALLA DR.         -------------------------         SEWICKLEY, PA 15143         -------------------------                                 Page 15 of 15<\/pre>\n<p><contract-type>\/Compensation\/Employment Agreements<\/contract-type><companies><company-name>Waste Management Inc.<\/company-name><\/companies><creation-date>2009-10-18<\/creation-date><contract-url>\/compensation\/employment\/<\/contract-url><path>\/content\/hippo\/files\/default.www\/content\/contract\/contract\/W\/Waste-Management-Inc-\/1822<\/path>\n<article><contract-id>1823<\/contract-id><contract-name>Employment Agreement &#8211; Waste Management Inc. and William L. Trubeck<\/contract-name><contract-content><\/p>\n<pre>\n\n                              EMPLOYMENT AGREEMENT\n\nWASTE MANAGEMENT, INC. (the 'Company'), and WILLIAM L. TRUBECK (the 'Executive')\nhereby enter into this EMPLOYMENT AGREEMENT ('Agreement') dated as of February\n16, 2000 (the 'Agreement Date'), as follows:\n\n1.       EMPLOYMENT.\n\nThe Company shall employ Executive, and Executive shall be employed by the\nCompany upon the terms and subject to the conditions set forth in this\nAgreement.\n\n2.       TERM OF EMPLOYMENT.\n\nThe period of Executive's employment under this Agreement shall commence on\nMarch 13, 2000, or sooner at the option of the Executive, and be for a\ncontinuously renewing (on a daily basis) five (5) year term, without any further\naction by either the Company or Executive, unless Executive's employment is\nterminated in accordance with Section 5 below. The date on which Executive\ncommences employment with the Company shall be referred to as the 'Commencement\nDate' and the period during which Executive is employed hereunder shall be\nreferred to as the 'Employment Period'.\n\n3.       DUTIES AND RESPONSIBILITIES.\n\n(a)      Executive shall serve as Senior Vice President and Chief Financial\n         Officer reporting to the Chief Executive Officer of the Company. In\n         such capacities, Executive shall perform such duties and have the\n         power, authority and functions commensurate with such positions in\n         similarly sized public companies and such other authority and functions\n         consistent with such positions as may be assigned to Executive from\n         time to time by the Board of Directors of the Company (the 'Board').\n\n(b)      Executive shall devote substantially all of his working time, attention\n         and energies to the business of the Company, and affiliated entities.\n         Executive may make and manage his personal investments (provided such\n         investments in other activities do not violate, in any material\n         respect, the provisions of Section 8 of this Agreement), be involved in\n         charitable and professional activities and, with the consent of the\n         Board (which shall not unreasonably be withheld or delayed) serve on\n         boards of other for profit entities, provided such activities do not\n         materially interfere with the performance of his duties hereunder.\n         Service on the for profit boards that Executive is currently serving on\n         (Bush Brothers &amp; Company, Yellow Corporation and Vision Technologies)\n         are hereby approved.\n\n4.       COMPENSATION AND BENEFITS.\n\n(a)      BASE SALARY. During the Employment Period, the Company shall pay\n         Executive a base salary at the annual rate of five hundred thousand\n         ($500,000) dollars per year or such higher rate as may be determined\n         from time to time by the Company ('Base Salary'). Such Base Salary\n         shall be paid in accordance with the Company's standard payroll\n         practice for its executive officers. Once increased, Base Salary shall\n         not be reduced.\n\n\n\n\n\n(b)      ANNUAL BONUS. During the Employment Period, Executive will be entitled\n         to participate in an annual incentive compensation plan of the Company.\n         The Executive's target annual bonus will be sixty percent (60%) of his\n         Base Salary as in effect for such year (the 'Target Bonus'), and his\n         actual annual bonus may range from 0% to 120% (two times target), and\n         will be determined based upon achievement of performance goals (seventy\n         percent (70%) financial (return on capital investments and EBITDA) and\n         thirty percent (30%) personal) as approved by the Compensation\n         Committee of the Board. The annual bonus will be paid within 30 days\n         following the Compensation Committee's first meeting following the year\n         end accounting close.\n\n(c)      SIGN-ON BONUS. Within thirty (30) days after the Commencement Date, the\n         Company will pay Executive a two hundred thousand ($200,000) dollar\n         sign-on bonus.\n\n(d)      FIRST BONUS GUARANTEED. The Company will pay to Executive a minimum\n         guaranteed bonus in the amount of two hundred thousand ($200,000)\n         dollars, to be paid within 30 days following the Compensation\n         Committee's first meeting following the year end accounting close in\n         2001.\n\n(e)      STOCK OPTIONS.\n\n         (i)   As of the Agreement Date, Executive will be granted a ten-year\n               stock option award under the Company's Stock Incentive Plan to\n               purchase four hundred thousand (400,000) shares of common stock\n               of the Company ('Stock'). The exercise price shall be the fair\n               market value on the Agreement Date, and the options shall vest in\n               equal installments on each of the first four (4) anniversaries of\n               the Agreement Date.\n\n         (ii)  At the February\/March, 2001 meeting of the Compensation Committee\n               of the Board, Executive will, subject to approval by the\n               Compensation Committee, be granted a ten (10) year stock option\n               award under the Company's Stock Incentive Plan to purchase two\n               hundred thousand (200,000) shares of Stock. The exercise price\n               shall be the fair market value on the date the Compensation\n               Committee awards the options, and the options shall vest in equal\n               installments over four (4) years, commencing on the first\n               anniversary of the date of grant. Thereafter, Executive shall\n               participate in the Company's annual stock option award program as\n               administered by, and at the discretion of, the Compensation\n               Committee of the Board.\n\n(f)      OTHER COMPENSATION. Executive shall be entitled to participate in the\n         Company's 'Executive Deferral Plan' and any incentive or supplemental\n         compensation plan, or arrangement maintained or instituted by the\n         Company, and covering its principal executive officers, at a level\n         commensurate with his positions and to receive additional compensation\n         from the Company in such form, and to such extent, if any, as the\n         Compensation Committee may in its sole discretion from time to time\n         specify.\n\n(g)      BENEFIT PLANS AND VACATION. Executive shall be eligible to participate\n         in or receive benefits under any pension plan, profit sharing plan,\n         medical and dental benefits plan, life \n\n\n\n\n\n                                  Page 2 of 19\n\n\n         insurance plan, short-term and long-term disability plans, or any other\n         health, welfare or fringe benefit plan, generally made available by the\n         Company to its executive officers at a level commensurate with his\n         positions. All waiting periods for welfare and health plans shall be\n         waived, and pre-existing medical conditions for Executive and\n         Executive's family members will not be a basis for withholding medical\n         insurance benefits. During the Employment Period, Executive shall be\n         entitled to vacation each year in accordance with the Company's\n         policies in effect from time to time, but in no event less than four\n         (4) weeks paid vacation per calendar year. The Executive shall also be\n         entitled to such periods of sick leave as is customarily provided by\n         the Company for its senior executive employees. Executive shall be\n         eligible to participate in the Company's 401(k) Plan after 90 days of\n         employment.\n\n(h)      OTHER PERQUISITES. Executive shall be entitled to the following\n         benefits:\n\n         1.    Auto Allowance in the amount of one thousand ($1,000) dollars per\n               month;\n\n         2.    Financial Planning Services, including tax preparation, at actual\n               cost, and not to exceed fifteen thousand ($15,000) dollars\n               annually;\n\n         3.    Club Dues and Assessments at actual cost, and not to exceed\n               twelve thousand ($12,000) dollars annually; and\n\n         4.    An Annual Physical Examination on a program designated by the\n               Company.\n\n(i)      EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive\n         for the ordinary and necessary business expenses incurred by Executive\n         in the performance of the duties hereunder in accordance with the\n         Company's customary practices applicable to its executive officers. In\n         addition the Company shall (i) pay for the reasonable costs, fees and\n         expenses incurred by Executive, his consultants or legal advisors in\n         connection with the negotiation and execution of this Agreement in an\n         amount not to exceed ten thousand ($10,000) dollars and (ii) reimburse\n         Executive (on a fully grossed up basis for any amounts taxable to\n         Executive) for reasonable costs incurred in connection with the\n         relocation of his principal residence to the Houston, Texas area at a\n         level commensurate with Executive's position and the type of relocation\n         benefits provided by public companies of similar size to their\n         executives, which shall in any event include any points on a loan for a\n         new home. In addition, the Company shall provide Executive temporary\n         housing in the Houston area for up to six (6) months.\n\n(j)      REPLACEMENT AWARD. In order to address certain forfeitures that\n         Executive will face upon termination of his employment with his prior\n         employer, Executive shall be awarded or receive the following:\n\n           Restricted Stock Award. Effective as of the Commencement Date, the\nCompany will grant Executive an award of restricted shares of the Company's\ncommon stock (the 'Stock') (valued at three hundred, eighty-five thousand\n($385,000) dollars on the date of grant) under the Company's Stock Incentive\nPlan that will vest in equal installments on each of the first four (4)\n\n\n\n\n                                  Page 3 of 19\n\nanniversaries of the Commencement Date, subject (except as otherwise provided\nherein) to Executive's continuous employment with the Company through the\napplicable vesting date (the 'Restricted Stock Grant'). The Restricted Stock\nGrant shall be deemed outstanding shares for all purposes and Executive shall be\nfully vested in any cash dividends paid therein (and non-cash dividends being\nsubject to the same forfeiture provisions as the underlying Restricted Stock\nGrant shares).\n\n5.       TERMINATION OF EMPLOYMENT.\n\nExecutive's employment hereunder may be terminated under the following\ncircumstances:\n\n\n(a)      DEATH. Executive's employment hereunder shall terminate upon\n         Executive's death.\n\n\n(b)      TOTAL DISABILITY. The Company may terminate Executive's employment\n         hereunder upon Executive becoming 'Totally Disabled'. For purposes of\n         this Agreement, Executive shall be 'Totally Disabled' if Executive has\n         been physically or mentally incapacitated so as to render Executive\n         incapable of performing Executive's material usual and customary duties\n         under this Agreement for six (6) consecutive months (such consecutive\n         absence not being deemed interrupted by Executive's return to service\n         for less than 10 consecutive business days if absent thereafter for the\n         same illness or disability). Any such termination shall be upon thirty\n         (30) days written notice given at any time thereafter while Executive\n         remains Totally Disabled, provided that a termination for Total\n         Disability hereunder shall not be effective if Executive returns to\n         full performance of his duties within such thirty (30) day period.\n\n(c)      TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate\n         Executive's employment hereunder for 'Cause' at any time within ninety\n         (90) days after the Chairman of the Audit or Governance Committee of\n         the Board has knowledge thereof.\n\n         (i)   For purposes of this Agreement, the term 'Cause' shall be limited\n               to (1) willful misconduct by Executive with regard to the Company\n               which has a material adverse effect on the Company; (2) the\n               willful refusal of Executive to attempt to follow the proper\n               written direction of the Board, provided that the foregoing\n               refusal shall not be 'Cause' if Executive in good faith believes\n               that such direction is illegal, unethical or immoral and promptly\n               so notifies the Board; (3) substantial and continuing willful\n               refusal by the Executive to attempt to perform the duties\n               required of him hereunder (other than any such failure resulting\n               from incapacity due to physical or mental illness) after a\n               written demand for substantial performance is delivered to the\n               Executive by the Board which specifically identifies the manner\n               in which it is believed that the Executive has substantially and\n               continually refused to attempt to perform his duties hereunder;\n               or (4) the Executive being convicted of a felony (other than a\n               felony involving a traffic violation or as a result of vicarious\n               liability). For purposes of this paragraph, no act, or failure to\n               act, on Executive's part shall be considered 'willful' unless\n               done \n\n\n\n\n\n\n\n                                  Page 4 of 19\n\n\n               or omitted to be done, by him not in good faith and without\n               reasonable belief that his action or omission was in the best\n               interests of the Company.\n\n         (ii)  A Notice of Termination for Cause shall mean a notice that shall\n               indicate the specific termination provision in Section 5(c)(i)\n               relied upon and shall set forth in reasonable detail the facts\n               and circumstances which provide for a basis for termination for\n               Cause. Further, a Notification for Cause shall be required to\n               include a copy of a resolution duly adopted by at least\n               two-thirds (2\/3rds) of the entire membership of the Board at a\n               meeting of the Board which was called for the purpose of\n               considering such termination and which Executive and his\n               representative had the right to attend and address the Board,\n               finding that, in the good faith of the Board, Executive engaged\n               in conduct set forth in the definition of Cause herein and\n               specifying the particulars thereof in reasonable detail. The date\n               of termination for a termination for Cause shall be the date\n               indicated in the Notice of Termination. Any purported termination\n               for Cause which is held by a court or arbitrator not to have been\n               based on the grounds set forth in this Agreement or not to have\n               followed the procedures set forth in this Agreement shall be\n               deemed a termination by the Company without Cause.\n\n(d)      VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment\n         hereunder with or without Good Reason at any time upon written notice\n         to the Company.\n\n         (i)   A Termination for Good Reason means a termination by Executive by\n               written notice given within ninety (90) days after the occurrence\n               of the Good Reason event, unless such circumstances are fully\n               corrected prior to the date of termination specified in the\n               Notice of Termination for Good Reason. For purposes of this\n               Agreement, 'Good Reason' shall mean the occurrence or failure to\n               cause the occurrence, as the case may be, without Executive's\n               express written consent, of any of the following circumstances:\n               (1) any material diminution of Executive's positions, duties or\n               responsibilities hereunder (except in each case in connection\n               with the termination of Executive's employment for Cause or Total\n               Disability or as a result of Executive's death, or temporarily as\n               a result of Executive's illness or other absence), the cessation\n               of Executive to report to the Chief Executive Officer of the\n               Company or the assignment to Executive of duties or\n               responsibilities that are inconsistent with Executive's then\n               position; provided that if the Company becomes a fifty percent or\n               more subsidiary of any other entity, Executive shall be deemed to\n               have a material diminution of his position unless he is also\n               Senior Vice President and Chief Financial Officer reporting to\n               the Chief Executive Officer of the ultimate parent entity; (2)\n               removal of, or the non-re-election of, the Executive from officer\n               positions with the Company specified herein or removal of the\n               Executive from any of his then officer positions; (3) requiring\n               Executive's principal place of business to be located other than\n               in the Houston, Texas greater Metropolitan region; (4) a failure\n               by the Company (I) to continue any bonus plan, program or\n               arrangement in which Executive is entitled to participate (the\n               'Bonus Plans'), provided that any such Bonus Plans may be\n               modified at the Company's discretion from time to time but shall\n               be deemed terminated if (x) any such plan does not remain\n               substantially in \n\n\n\n\n\n                                  Page 5 of 19\n\n\n               the form in effect prior to such modification and (y) if plans\n               providing Executive with substantially similar benefits are not\n               substituted therefor ('Substitute Plans'), or (II) to continue\n               Executive as a participant in the Bonus Plans and Substitute\n               Plans on at least the same basis as to potential amount of the\n               bonus as Executive participated in prior to any change in such\n               plans or awards, in accordance with the Bonus Plans and the\n               Substitute Plans; (5) any material breach by the Company of any\n               provision of this Agreement, including without limitation Section\n               10 hereof; or (6) failure of any successor to the Company\n               (whether direct or indirect and whether by merger, acquisition,\n               consolidation or otherwise) to assume in a writing delivered to\n               Executive upon the assignee becoming such, the obligations of the\n               Company hereunder.\n\n         (ii)  A Notice of Termination for Good Reason shall mean a notice that\n               shall indicate the specific termination provision relied upon and\n               shall set forth in reasonable detail the facts and circumstances\n               claimed to provide a basis for Termination for Good Reason. The\n               failure by Executive to set forth in the Notice of Termination\n               for Good Reason any facts or circumstances which contribute to\n               the showing of Good Reason shall not waive any right of Executive\n               hereunder or preclude Executive from asserting such fact or\n               circumstance in enforcing his rights hereunder. The Notice of\n               Termination for Good Reason shall provide for a date of\n               termination not less than ten (10) nor more than sixty (60) days\n               after the date such Notice of Termination for Good Reason is\n               given, provided that in the case of the events set forth in\n               Sections (i)(1) or (2) the date may be five (5) days after the\n               giving of such notice.\n\n(e)      TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate\n         Executive's employment hereunder without Cause at any time upon written\n         notice to Executive.\n\n(f)      EFFECT OF TERMINATION. Upon any termination of employment, Executive\n         shall immediately resign from all Board memberships and other positions\n         with the Company or any of its subsidiaries held by him at such time.\n\n6.       COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.\n\nIn the event that Executive's employment hereunder is terminated, Executive\nshall be entitled to the following compensation and benefits upon such\ntermination:\n\n(a)      TERMINATION BY REASON OF DEATH. In the event that Executive's\n         employment is terminated by reason of Executive's death, the Company\n         shall pay the following amounts to Executive's beneficiary or estate:\n\n         (i)   Any accrued but unpaid Base Salary for services rendered to the\n               date of death, any accrued but unpaid expenses required to be\n               reimbursed under this Agreement, any vacation accrued to the date\n               of termination, any earned but unpaid bonuses for any prior\n               period, a pro-rata 'bonus' or incentive compensation payment to\n               the \n\n\n\n\n\n                                  Page 6 of 19\n\n\n               extent payments are awarded senior executives and paid at the\n               same time as senior executives are paid, and any vacation accrued\n               to the date of death.\n\n         (ii)  Any benefits to which Executive may be entitled pursuant to the\n               plans, policies and arrangements (including those referred to in\n               Sections 4(f)-(h) hereof), as determined and paid in accordance\n               with the terms of such plans, policies and arrangements.\n\n         (iii) An amount equal to the Base Salary (at the rate in effect as of\n               the date of Executive's death) which would have been payable to\n               Executive if Executive had continued in employment for two\n               additional years. Said payments will be paid to Executive's\n               estate or beneficiary at the same time and in the same manner as\n               such compensation would have been paid if Executive had remained\n               in active employment.\n\n         (iv)  As of the date of termination by reason of Executive's death,\n               stock options awarded to Executive shall be fully vested and\n               Executive's estate or beneficiary shall have up to one (1) year\n               from the date of death to exercise all such options.\n\n         (v)   As otherwise specifically provided herein.\n\n(b)      TERMINATION BY REASON OF TOTAL DISABILITY. In the event that\n         Executive's employment is terminated by reason of Executive's Total\n         Disability as determined in accordance with Section 5(b), the Company\n         shall pay the following amounts to Executive:\n\n         (i)   Any accrued but unpaid Base Salary for services rendered to the\n               date of termination, any accrued but unpaid expenses required to\n               be reimbursed under this Agreement, any vacation accrued to the\n               date of termination and any earned but unpaid bonuses for any\n               prior period. Executive shall also be eligible for a pro-rata\n               bonus or incentive compensation payment to the extent such awards\n               are made to senior executives for the year in which Executive is\n               terminated.\n\n         (ii)  Any benefits to which Executive may be entitled pursuant to the\n               plans, policies and arrangements (including those referred to in\n               Sections 4(f)-(h) hereof) shall be determined and paid in\n               accordance with the terms of such plans, policies and\n               arrangements.\n\n         (iii) An amount equal to the Base Salary (at the rate in effect as of\n               the date of Executive's Total Disability) which would have been\n               payable to Executive if Executive had continued in active\n               employment for two years following termination of employment,\n               less any payments under any long-term disability plan or\n               arrangement paid for by the Company. Payment shall be made at the\n               same time and in the same manner as such compensation would have\n               been paid if Executive had remained in active employment until\n               the end of such period.\n\n         (iv)  As of the date of termination by reason of Executive's Total\n               Disability, Executive shall be fully vested in all stock option\n               awards and Executive shall have up to one \n\n\n\n\n\n                                  Page 7 of 19\n\n\n               (1) year from the date of termination by reason of Total \n               Disability to exercise all such options.\n\n         (v)   As otherwise specifically provided herein.\n\n(c)      TERMINATION FOR CAUSE. In the event that Executive's employment is\n         terminated by the Company for Cause, the Company shall pay the\n         following amounts to Executive:\n\n         (i)   Any accrued but unpaid Base Salary for services rendered to the\n               date of termination, any accrued but unpaid expenses required to\n               be reimbursed under this Agreement, any vacation accrued to the\n               date of termination and any earned but unpaid bonuses for any\n               prior period.\n\n         (ii)  Any benefits to which Executive may be entitled pursuant to the\n               plans, policies and arrangements (including those referred to in\n               Sections 4(f)-(h) hereof) shall be determined and paid in\n               accordance with the terms of such plans, policies and\n               arrangements.\n\n         (iii) As otherwise specifically provided herein.\n\n         Any options, restricted stock or other awards that have not vested\n         prior to the date of such termination of employment shall be cancelled\n         and any options held by Executive shall be cancelled, whether or not\n         then vested.\n\n(d)      VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive\n         voluntarily terminates employment other than for Good Reason, the\n         Company shall pay the following amounts to Executive:\n\n         (i)   Any accrued but unpaid Base Salary for services rendered to the\n               date of termination, any accrued but unpaid expenses required to\n               be reimbursed under this Agreement, any vacation accrued to the\n               date of termination and any earned but unpaid bonuses for any\n               prior period.\n\n         (ii)  Any benefits to which Executive may be entitled pursuant to the\n               plans, policies and arrangements (including those referred to in\n               Sections 4(f)-(h) hereof) shall be determined and paid in\n               accordance with the terms of such plans, policies and\n               arrangements.\n\n         (iii) As otherwise specifically provided herein.\n\n         Any options, restricted stock or other awards that have not vested\n         prior to the date of such termination of employment shall be cancelled\n         and Executive shall have 90 days following termination of employment to\n         exercise any previously vested options (or, if earlier, until the\n         stated expiration thereof).\n\n\n\n                                  Page 8 of 19\n\n(e)      TERMINATION BY THE COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE FOR\n         GOOD REASON. In the event that Executive's employment is terminated by\n         the Company for reasons other than death, Total Disability or Cause, or\n         Executive terminates his employment for Good Reason, the Company shall\n         pay the following amounts to Executive:\n\n         (i)   Any accrued but unpaid Base Salary for services rendered to the\n               date of termination, any accrued but unpaid expenses required to\n               be reimbursed under this Agreement, any vacation accrued to the\n               date of termination and any earned but unpaid bonuses for any\n               prior period.\n\n         (ii)  Any benefits to which Executive may be entitled pursuant to the\n               plans, policies and arrangements referred to in Sections 4(f)-(h)\n               hereof shall be determined and paid in accordance with the terms\n               of such plans, policies and arrangements.\n\n         (iii) An amount equal to two times the sum of Executive's Base Salary\n               plus his Target Annual Bonus (in each case as then in effect), of\n               which one-half shall be paid in a lump sum within ten (10) days\n               after such termination and one-half shall be paid during the two\n               (2) year period beginning on the date of Executive's termination\n               and shall be paid at the same time and in the same manner as Base\n               Salary would have been paid if Executive had remained in active\n               employment until the end of such period.\n\n         (iv)  The Company at its expense will continue for Executive and\n               Executive's spouse and dependents, all health benefit plans,\n               programs or arrangements, whether group or individual, and also\n               including deferred compensation, disability, automobile, and\n               other benefit plans, in which Executive was entitled to\n               participate at any time during the twelve-month period prior to\n               the date of termination, until the earliest to occur of (A) two\n               years after the date of termination; (B) Executive's death\n               (provided that benefits payable to Executive's beneficiaries\n               shall not terminate upon Executive's death); or (C) with respect\n               to any particular plan, program or arrangement, the date\n               Executive becomes covered by a comparable benefit by a subsequent\n               employer. In the event that Executive's continued participation\n               in any such plan, program, or arrangement of the Company is\n               prohibited, the Company will arrange to provide Executive with\n               benefits substantially similar to those which Executive would\n               have been entitled to receive under such plan, program, or\n               arrangement, for such period on a basis which provides Executive\n               with no additional after tax cost.\n\n         (v)   Except to the extent prohibited by law, and except as otherwise\n               provided herein, Executive will be 100% vested in all benefits,\n               awards, and grants accrued but unpaid as of the date of\n               termination under any pension plan, profit sharing plan,\n               supplemental and\/or incentive compensation plans in which\n               Executive was a participant as of the date of termination.\n               Executive shall also be eligible for a bonus or incentive\n               compensation payment, at the same time, on the same basis, and to\n               the same extent payments are made to senior executives, pro-rated\n               for the fiscal year in which the Executive is terminated.\n\n\n\n                                  Page 9 of 19\n\n         (vi)  As of the date of such termination of employment, the stock\n               options awarded to Executive pursuant to Section 4(e)(i) hereof\n               and the Restricted Stock Grant shall be fully vested. Executive\n               shall continue to vest in all other stock option awards or\n               restricted stock awards over the two (2) year period commencing\n               on the date of such termination. Executive shall have two (2)\n               years and six (6) months after the date of termination to\n               exercise all vested options, unless by virtue of the particular\n               stock option award, the option grant expires on an earlier date.\n\n         (vii) As otherwise specifically provided herein.\n\n(f)      NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this\n         Agreement, under the terms of any incentive compensation, employee\n         benefit, or fringe benefit plan applicable to Executive at the time of\n         Executive's termination or resignation of employment, Executive shall\n         have no right to receive any other compensation, or to participate in\n         any other plan, arrangement or benefit, with respect to future periods\n         after such termination or resignation.\n\n(g)      NO MITIGATION; NO SET-OFF. In the event of any termination of\n         employment hereunder, Executive shall be under no obligation to seek\n         other employment and there shall be no offset against any amounts due\n         Executive under this Agreement on account of any remuneration\n         attributable to any subsequent employment that Executive may obtain.\n         The amounts payable hereunder shall not be subject to setoff,\n         counterclaim, recoupment, defense or other right which the Company may\n         have against the Executive or others, except upon obtaining by the\n         Company of a final unappealable judgment against Executive.\n\n7.   RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWING\n     CHANGE IN CONTROL.\n\n(a)      RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a\n         'Change in Control' occurs and Executive terminates his employment for\n         Good Reason thereafter, or the Company terminates Executive's\n         employment other than for Cause or such termination for Good Reason or\n         without Cause occurs in contemplation of such Change in Control (any\n         termination within six (6) months prior to such Change in Control being\n         presumed to be in contemplation unless rebutted by clear and\n         demonstrable evidence to the contrary), the Company shall pay the\n         following amounts to Executive:\n\n         (i)   The payments and benefits provided for in Section 6(e), except\n               that (A) the entire amount calculated pursuant to Section\n               6(e)(iii) shall be paid in a lump-sum and (B) the benefit\n               continuation period in Section 6(e)(iv) shall be three years.\n\n         (ii)  Executive will be 100% vested in all benefits, awards, and grants\n               (including stock option grants and stock awards, all of such\n               stock options exercisable for three (3) years following\n               Termination) accrued but unpaid as of the date of termination\n               under any non-qualified pension plan, supplemental and\/or\n               incentive compensation or bonus plans, in which Executive was a\n               participant as of the date \n\n\n\n\n\n\n\n\n                                 Page 10 of 19\n\n               of termination. Executive shall also receive a bonus or incentive\n               compensation payment (the 'bonus payment'), payable at 100% of\n               the maximum bonus available to Executive, pro-rated as of the\n               effective date of the termination. The bonus payment shall be\n               payable within five (5) days after the effective date of\n               Employee's termination. Except as may be provided under this\n               Section 7 or under the terms of any incentive compensation,\n               employee benefit, or fringe benefit plan applicable to Executive\n               at the time of Executive's resignation from employment, Executive\n               shall have no right to receive any other compensation, or to\n               participate in any other plan, arrangement or benefit, with\n               respect to future periods after such resignation or termination.\n\n(b)      CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.\n\n         (i)   In the event that the Executive shall become entitled to payments\n               and\/or benefits provided by this Agreement or any other amounts\n               in the 'nature of compensation' (whether pursuant to the terms of\n               this Agreement or any other plan, arrangement or agreement with\n               the Company, any person whose actions result in a change of\n               ownership or effective control covered by Section 280G(b)(2) of\n               the Code or any person affiliated with the Company or such\n               person) as a result of such change in ownership or effective\n               control (collectively the 'Company Payments'), and such Company\n               Payments will be subject to the tax (the 'Excise Tax') imposed by\n               Section 4999 of the Code (and any similar tax that may hereafter\n               be imposed by any taxing authority) the Company shall pay to the\n               Executive at the time specified in subsection (iv) below an\n               additional amount (the 'Gross-up Payment') such that the net\n               amount retained by the Executive, after deduction of any Excise\n               Tax on the Company Payments and any U.S. federal, state, and for\n               local income or payroll tax upon the Gross-up Payment provided\n               for by this Section 7(b), but before deduction for any U.S.\n               federal, state, and local income or payroll tax on the Company\n               Payments, shall be equal to the Company Payments.\n\n         (ii)  For purposes of determining whether any of the Company Payments\n               and Gross-up Payments (collectively the 'Total Payments') will be\n               subject to the Excise Tax and the amount of such Excise Tax, (x)\n               the Total Payments shall be treated as 'parachute payments'\n               within the meaning of Section 280G(b)(2) of the Code, and all\n               'parachute payments' in excess of the 'base amount' (as defined\n               under Code Section 280G[b][3] of the Code) shall be treated as\n               subject to the Excise Tax, unless and except to the extent that,\n               in the opinion of the Company's independent certified public\n               accountants appointed prior to any change in ownership (as\n               defined under Code Section 280G[b][2]) or tax counsel selected by\n               such accountants (the 'Accountants') such Total Payments (in\n               whole or in part) either do not constitute 'parachute payments,'\n               represent reasonable compensation for services actually rendered\n               within the meaning of Section 280G(b)(4) of the Code in excess of\n               the 'base amount' or are otherwise not subject to the Excise Tax,\n               and (y) the value of any non-cash benefits or any deferred\n               payment or benefit shall be determined by the Accountants in\n               accordance with the principles of Section 280G of the Code.\n\n\n\n                                 Page 11 of 19\n\n         (iii) For purposes of determining the amount of the Gross-up Payment,\n               the Executive shall be deemed to pay U.S. federal income taxes at\n               the highest marginal rate of U.S. federal income taxation in the\n               calendar year in which the Gross-up Payment is to be made and\n               state and local income taxes at the highest marginal rate of\n               taxation in the state and locality of the Executive's residence\n               for the calendar year in which the Company Payment is to be made,\n               net of the maximum reduction in U.S. federal income taxes which\n               could be obtained from deduction of such state and local taxes if\n               paid in such year. In the event that the Excise Tax is\n               subsequently determined by the Accountants to be less than the\n               amount taken into account hereunder at the time the Gross-up\n               Payment is made, the Executive shall repay to the Company, at the\n               time that the amount of such reduction in Excise Tax is finally\n               determined, the portion of the prior Gross-up Payment\n               attributable to such reduction (plus the portion of the Gross-up\n               Payment attributable to the Excise Tax and U.S. federal, state\n               and local income tax imposed on the portion of the Gross-up\n               Payment being repaid by the Executive if such repayment results\n               in a reduction in Excise Tax or a U.S. federal, state and local\n               income tax deduction), plus interest on the amount of such\n               repayment at the rate provided in Section 1274(b)(2)(B) of the\n               Code. Notwithstanding the foregoing, in the event any portion of\n               the Gross-up Payment to be refunded to the Company has been paid\n               to any U.S. federal, state and local tax authority, repayment\n               thereof (and related amounts) shall not be required until actual\n               refund or credit of such portion has been made to the Executive,\n               and interest payable to the Company shall not exceed the interest\n               received or credited to the Executive by such tax authority for\n               the period it held such portion. The Executive and the Company\n               shall mutually agree upon the course of action to be pursued (and\n               the method of allocating the expense thereof) if the Executive's\n               claim for refund or credit is denied.\n\n               In the event that the Excise Tax is later determined by the\n               Accountant or the Internal Revenue Service to exceed the amount\n               taken into account hereunder at the time the Gross-up Payment is\n               made (including by reason of any payment the existence or amount\n               of which cannot be determined at the time of the Gross-up\n               Payment), the Company shall make an additional Gross-up Payment\n               in respect of such excess (plus any interest or penalties payable\n               with respect to such excess) at the time that the amount of such\n               excess is finally determined.\n\n         (iv)  The Gross-up Payment or portion thereof provided for in\n               subsection (iii) above shall be paid not later than the thirtieth\n               (30th) day following an event occurring which subjects the\n               Executive to the Excise Tax; provided, however, that if the\n               amount of such Gross-up Payment or portion thereof cannot be\n               finally determined on or before such day, the Company shall pay\n               to the Executive on such day an estimate, as determined in good\n               faith by the Accountant, of the minimum amount of such payments\n               and shall pay the remainder of such payments (together with\n               interest at the rate provided in Section 1274(b)(2)(B) of the\n               Code), subject to further payments pursuant to subsection (iii)\n               hereof, as soon as the amount thereof can reasonably be\n               determined, but in no event later than the ninetieth day after\n               the occurrence of the event subjecting the Executive to the\n               Excise Tax. In the event that the amount of the estimated\n               payments exceeds the amount subsequently \n\n\n\n\n                                 Page 12 of 19\n\n\n               determined to have been due, such excess shall constitute a loan\n               by the Company to the Executive, payable on the fifth day after\n               demand by the Company (together with interest at the rate\n               provided in Section 1274(b)(2)(B) of the Code).\n\n         (v)   In the event of any controversy with the Internal Revenue Service\n               (or other taxing authority) with regard to the Excise Tax, the\n               Executive shall permit the Company to control issues related to\n               the Excise Tax (at its expense), provided that such issues do not\n               potentially materially adversely affect the Executive, but the\n               Executive shall control any other issues. In the event the issues\n               are interrelated, the Executive and the Company shall in good\n               faith cooperate so as not to jeopardize resolution of either\n               issue, but if the parties cannot agree the Executive shall make\n               the final determination with regard to the issues. In the event\n               of any conference with any taxing authority as to the Excise Tax\n               or associated income taxes, the Executive shall permit the\n               representative of the Company to accompany the Executive, and the\n               Executive and the Executive's representative shall cooperate with\n               the Company and its representative.\n\n         (vi)  The Company shall be responsible for all charges of the\n               Accountant.\n\n         (vii) The Company and the Executive shall promptly deliver to each\n               other copies of any written communications, and summaries of any\n               verbal communications, with any taxing authority regarding the\n               Excise Tax covered by this Section 7(b).\n\n(c)      CHANGE IN CONTROL. For purposes of this Agreement, 'Change in Control'\n         means the occurrence of any of the following events:\n\n         (i)   any Person is or becomes the Beneficial Owner, directly or\n               indirectly, of securities of the Company (not including in the\n               securities beneficially owned by such person any securities\n               acquired directly from the Company or its Affiliates)\n               representing twenty-five percent (25%) or more of the combined\n               voting power of the Company's then outstanding voting securities;\n\n         (ii)  the following individuals cease for any reason to constitute a\n               majority of the number of directors then serving: individuals\n               who, on the Commencement Date, constitute the Board and any new\n               director (other than a director whose initial assumption of\n               office is in connection with an actual or threatened election\n               contest, including but not limited to a consent solicitation,\n               relating to the election of directors of the Company) whose\n               appointment or election by the Board or nomination for election\n               by the Company's stockholders was approved or recommended by a\n               vote of the at least two-thirds (2\/3rds) of the directors then\n               still in office who either were directors on the Commencement\n               Date or whose appointment, election or nomination for election\n               was previously so approved or recommended;\n\n         (iii) there is a consummated merger or consolidation of the Company or\n               any direct or indirect subsidiary of the Company with any other\n               corporation, other than (A) a merger or consolidation which would\n               result in the voting securities of the \n\n\n\n\n\n\n\n                                 Page 13 of 19\n\n\n               Company outstanding immediately prior thereto continuing to\n               represent (either by remaining outstanding or by being converted\n               into voting securities of the surviving or parent entity) more\n               than fifty percent (50%) of the combined voting power of the\n               voting securities of the Company or such surviving or parent\n               equity outstanding immediately after such merger or consolidation\n               or (B) a merger or consolidation effected to implement a\n               recapitalization of the Company (or similar transaction) in which\n               no Person, directly or indirectly, acquired twenty-five percent\n               (25%) or more of the combined voting power of the Company's then\n               outstanding securities (not including in the securities\n               beneficially owned by such person any securities acquired\n               directly from the Company or its Affiliates); or\n\n         (iv)  the stock holders of the Company approve a plan of complete\n               liquidation of the Company or there is consummated an agreement\n               for the sale or disposition by the Company of all or\n               substantially all of the Company's assets (or any transaction\n               having a similar effect), other than a sale or disposition by the\n               Company of all or substantially all of the Company's assets to an\n               entity, at least fifty percent (50%) of the combined voting power\n               of the voting securities of which are owned by stockholders of\n               the Company in substantially the same proportions as their\n               ownership of the Company immediately prior to such sale.\n\n         For purposes of this Section 7(c), the following terms shall have the\nfollowing meanings:\n\n               (i) 'Affiliate' shall mean an affiliate of the Company, as\n               defined in Rule 12b-2 promulgated under Section 12 of the\n               Securities Exchange Act of 1934, as amended from time to time\n               (the 'Exchange Act');\n\n               (ii) 'Beneficial Owner' shall have the meaning set forth in Rule\n               13d-3 under the Exchange Act;\n\n               (iii) 'Person' shall have the meaning set forth in Section\n               3(a)(9) of the Exchange Act, as modified and used in Sections\n               13(d) and 14(d) thereof, except that such term shall not include\n               (1) the Company, (2) a trustee or other fiduciary holding\n               securities under an employee benefit plan of the Company, (3) an\n               underwriter temporarily holding securities pursuant to an\n               offering of such securities or (4) a corporation owned, directly\n               or indirectly, by the stockholders of the Company in\n               substantially the same proportions as their ownership of shares\n               of Common Stock of the Company.\n\n8.       RESTRICTIVE COVENANTS.\n\n(a)      COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times\n         during Executive's period of employment with the Company, and for two\n         (2) years thereafter, Executive will not engage in, assist, or have any\n         active interest or involvement, whether as an employee, agent,\n         consultant, creditor, advisor, officer, director, stockholder\n         (excluding holding of less than 3% of the stock of a public company),\n         partner, proprietor or any type of principal whatsoever in any person,\n         firm, or business entity which, directly or indirectly, is materially\n         engaged in the waste management business competitive with \n\n\n\n\n\n                                 Page 14 of 19\n\n\n         that conducted and carried on by the Company, without the Company's\n         specific written consent to do so. 'Material' shall mean more than five\n         (5%) percent of their revenue is generated from the waste management\n         business; provided that the revenues within Executive's area of\n         responsibility or authority are more than 10% composed of revenues from\n         the waste disposal business. Notwithstanding the foregoing, Executive\n         may be employed by or provide services to, an investment banking firm,\n         law firm or consulting firm that provides services to entities\n         described in the previous sentence, provided that Executive does not\n         personally represent or provide services to such entities.\n\n(b)      NON-SOLICITATION. Executive covenants and agrees that at all times\n         during Executive's period of employment with the Company, and for a\n         period of two (2) years after the Termination thereof, whether such\n         termination is voluntary or involuntary by wrongful discharge, or\n         otherwise, Executive will not directly and personally knowingly (i)\n         induce any customers of the Company or corporations affiliated with the\n         Company to patronize any similar business which competes with any\n         material business of the Company; (ii) after his termination of\n         employment, request or advise any customers of the Company or\n         corporations affiliated with the Company to withdraw, curtail or cancel\n         such customer's business with the Company; or (iii) after his\n         termination of employment, individually or through any person, firm,\n         association or corporation with which he is now, or may hereafter\n         become associated, solicit, entice or induce any then employee of the\n         Company, or any subsidiary of the Company, to leave the employ of the\n         Company, or such other corporation, to accept employment with, or\n         compensation from the Executive, or any person, firm, association or\n         corporation with which Executive is affiliated without prior written\n         consent of the Company. The foregoing shall not prevent Executive from\n         serving as a reference for employees.\n\n(c)      PROTECTED INFORMATION. Executive recognizes and acknowledges that\n         Executive has had and will continue to have access to various\n         confidential or proprietary information concerning the Company and\n         corporations affiliated with the Company of a special and unique value\n         which may include, without limitation, (i) books and records relating\n         to operation, finance, accounting, sales, personnel and management,\n         (ii) policies and matters relating particularly to operations such as\n         customer service requirements, costs of providing service and\n         equipment, operating costs and pricing matters, and (iii) various trade\n         or business secrets, including customer lists, route sheets, business\n         opportunities, marketing or business diversification plans, business\n         development and bidding techniques, methods and processes, financial\n         data and the like, to the extent not generally known in the industry\n         (collectively, the 'Protected Information'). Executive therefore\n         covenants and agrees that Executive will not at any time, either while\n         employed by the Company or afterwards, knowingly make any independent\n         use of, or knowingly disclose to any other person or organization\n         (except as authorized by the Company) any of the Protected Information,\n         provided that (i) while employed by the Company, Executive may in good\n         faith make disclosures he believes desirable, and (ii) Executive may\n         comply with legal process.\n\n\n\n\n                                 Page 15 of 19\n\n9.       ENFORCEMENT OF COVENANTS.\n\n(a)      RIGHT TO INJUNCTION. Executive acknowledges that a breach of the\n         covenants set forth in Section 8 hereof will cause irreparable damage\n         to the Company with respect to which the Company's remedy at law for\n         damages may be inadequate. Therefore, in the event of breach or\n         threatened breach of the covenants set forth in this section by\n         Executive, Executive and the Company agree that the Company shall be\n         entitled to the following particular forms of relief, in addition to\n         remedies otherwise available to it at law or equity; injunctions, both\n         preliminary and permanent, enjoining or restraining such breach or\n         threatened breach and Executive hereby consents to the issuance thereof\n         forthwith and without bond by any court of competent jurisdiction.\n\n(b)      SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof\n         constitute a series of separate covenants, one for each applicable\n         State in the United States and the District of Columbia, and one for\n         each applicable foreign country. If in any judicial proceeding, a court\n         shall hold that any of the covenants set forth in Section 8 exceed the\n         time, geographic, or occupational limitations permitted by applicable\n         laws, Executive and the Company agree that such provisions shall and\n         are hereby reformed to the maximum time, geographic, or occupational\n         limitations permitted by such laws. Further, in the event a court shall\n         hold unenforceable any of the separate covenants deemed included\n         herein, then such unenforceable covenant or covenants shall be deemed\n         eliminated from the provisions of this Agreement for the purpose of\n         such proceeding to the extent necessary to permit the remaining\n         separate covenants to be enforced in such proceeding.\n\n         Executive and the Company further agree that the covenants in Section 8\n         shall each be construed as a separate agreement independent of any\n         other provisions of this Agreement, and the existence of any claim or\n         cause of action by Executive against the Company whether predicated on\n         this Agreement or otherwise, shall not constitute a defense to the\n         enforcement by the Company of any of the covenants of Section 8.\n\n10.      INDEMNIFICATION.\n\nThe Company shall indemnify and hold harmless Executive to the fullest extent\npermitted by law for any action or inaction of Executive while serving as an\nofficer and director of the Company or, at the Company's request, as an officer\nor director of any other entity or as a fiduciary of any benefit plan. The\nCompany shall cover the Executive under directors and officers liability\ninsurance both during and, while potential liability exists, after the\nEmployment Term in the same amount and to the same extent as the Company covers\nits other officers and directors.\n\n11.      DISPUTES AND PAYMENT OF ATTORNEY'S FEES.\n\nIf at any time during the term of this Agreement or afterwards there should\narise any dispute as to the validity, interpretation or application of any term\nor condition of this Agreement, the Company agrees, upon written demand by\nExecutive (and Executive shall be entitled upon application to any court of\ncompetent jurisdiction, to the entry of a mandatory injunction, without the\nnecessity of posting any bond with respect thereto, compelling the Company) to\npromptly provide sums sufficient to pay on a current basis (either directly or\nby reimbursing Executive) \n\n\n\n\n\n\n                                 Page 16 of 19\n\n\nExecutive's costs and reasonable attorney's fees (including expenses of\ninvestigation and disbursements for the fees and expenses of experts, etc.)\nincurred by Executive in connection with any such dispute or any litigation,\nprovided that Executive shall repay any such amounts paid or advanced if\nExecutive is not the prevailing party with respect to at least one material\nclaim or issue in such dispute or litigation. The provisions of this Section 11,\nwithout implication as to any other section hereof, shall survive the expiration\nor termination of this Agreement and of Executive's employment hereunder.\n\n12.      WITHHOLDING OF TAXES.\n\nThe Company may withhold from any compensation and benefits payable under this\nAgreement all applicable federal, state, local, or other taxes.\n\n13.      SOURCE OF PAYMENTS.\n\nAll payments provided under this Agreement, other than payments made pursuant to\na plan which provides otherwise, shall be paid from the general funds of the\nCompany, and no special or separate fund shall be established, and no other\nsegregation of assets made, to assure payment. Executive shall have no right,\ntitle or interest whatever in or to any investments which the Company may make\nto aid the Company in meeting its obligations hereunder. To the extent that any\nperson acquires a right to receive payments from the Company hereunder, such\nright shall be no greater than the right of an unsecured creditor of the\nCompany.\n\n14.      ASSIGNMENT.\n\nExcept as otherwise provided in this Agreement, this Agreement shall inure to\nthe benefit of and be binding upon the parties hereto and their respective\nheirs, representatives, successors and assigns. This Agreement shall not be\nassignable by Executive (but any payments due hereunder which would be payable\nat a time after Executive's death shall be paid to Executive's designated\nbeneficiary or, if none, his estate) and shall be assignable by the Company only\nto any financially solvent corporation or other entity resulting from the\nreorganization, merger or consolidation of the Company with any other\ncorporation or entity or any corporation or entity to or with which the\nCompany's business or substantially all of its business or assets may be sold,\nexchanged or transferred, and it must be so assigned by the Company to, and\naccepted as binding upon it by, such other corporation or entity in connection\nwith any such reorganization, merger, consolidation, sale, exchange or transfer\nin a writing delivered to Executive in a form reasonably acceptable to Executive\n(the provisions of this sentence also being applicable to any successive such\ntransaction).\n\n15.      ENTIRE AGREEMENT; AMENDMENT.\n\nThis Agreement shall supersede any and all existing oral or written agreements,\nrepresentations, or warranties between Executive and the Company or any of its\nsubsidiaries or affiliated entities relating to the terms of Executive's\nemployment by the Company. It may not be amended except by a written agreement\nsigned by both parties.\n\n\n\n\n                                 Page 17 of 19\n\n16.      GOVERNING LAW.\n\nThis Agreement shall be governed by and construed in accordance with the laws of\nthe State of Texas applicable to agreements made and to be performed in that\nState, without regard to its conflict of laws provisions.\n\n17.      REQUIREMENT OF TIMELY PAYMENTS.\n\nIf any amounts which are required, or determined to be paid or payable, or\nreimbursed or reimbursable, to Executive under this Agreement (or any other\nplan, agreement, policy or arrangement with the Company) are not so paid\npromptly at the times provided herein or therein, such amounts shall accrue\ninterest, compounded daily, at an 8% annual percentage rate, from the date such\namounts were required or determined to have been paid or payable, reimbursed or\nreimbursable to Executive, until such amounts and any interest accrued thereon\nare finally and fully paid, provided, however, that in no event shall the amount\nof interest contracted for, charged or received hereunder, exceed the maximum\nnon-usurious amount of interest allowed by applicable law.\n\n18.      NOTICES.\n\nAny notice, consent, request or other communication made or given in connection\nwith this Agreement shall be in writing and shall be deemed to have been duly\ngiven when delivered or mailed by registered or certified mail, return receipt\nrequested, or by facsimile or by hand delivery, to those listed below at their\nfollowing respective addresses or at such other address as each may specify by\nnotice to the others:\n\n               To the Company:    Waste Management , Inc.\n                                  1001 Fannin, Suite 4000\n                                  Houston, Texas 77002\n                                  Attention: General Counsel\n\n               To Executive:      At the address for Executive set forth below.\n\n19.      MISCELLANEOUS.\n\n(a)      WAIVER. The failure of a party to insist upon strict adherence to any\n         term of this Agreement on any occasion shall not be considered a waiver\n         thereof or deprive that party of the right thereafter to insist upon\n         strict adherence to that term or any other term of this Agreement.\n\n(b)      SEPARABILITY. Subject to Section 9 hereof, if any term or provision of\n         this Agreement is declared illegal or unenforceable by any court of\n         competent jurisdiction and cannot be modified to be enforceable, such\n         term or provision shall immediately become null and void, leaving the\n         remainder of this Agreement in full force and effect.\n\n(c)      HEADINGS. Section headings are used herein for convenience of reference\n         only and shall not affect the meaning of any provision of this\n         Agreement.\n\n\n\n\n                                 Page 18 of 19\n\n(d)      RULES OF CONSTRUCTION. Whenever the context so requires, the use of the\n         singular shall be deemed to include the plural and vice versa.\n\n(e)      COUNTERPARTS. This Agreement may be executed in any number of\n         counterparts, each of which so executed shall be deemed to be an\n         original, and such counterparts will together constitute but one\n         Agreement.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of\nthe day and year first above written.\n\n\nWASTE MANAGEMENT, INC.\n\n\nBy:       \/s\/ A. Maurice Myers\n   --------------------------------------------\nName:  A. Maurice Myers\nTitle: Chairman, Chief Executive Officer and President\n\n\n\nEXECUTIVE\n\n\n     \/s\/ William L. Trubeck\n-----------------------------------------------\nWilliam L. Trubeck\n\nSocial Security Number: \n                       ------------------------\n\nAddress:     3300 Fox Street\n         --------------------------------------\n             Longview, MN   55356 \n         --------------------------------------\n\n\n\n\n\n                                 Page 19 of 19\n\n\n\n\n\n\n<\/pre>\n<p><\/contract-content><\/article>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9293],"corporate_contracts_industries":[9537],"corporate_contracts_types":[9539,9544],"class_list":["post-39686","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-waste-management-inc","corporate_contracts_industries-utilities__sanitary","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39686","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39686"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39686"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39686"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39686"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}