{"id":39703,"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-waste-management-inc-and-robert-p-damico.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-waste-management-inc-and-robert-p-damico","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-waste-management-inc-and-robert-p-damico.html","title":{"rendered":"Employment Agreement &#8211; Waste Management Inc. and Robert P. Damico"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\nWASTE MANAGEMENT, INC. (the \"Company\"), and ROBERT P. DAMICO (the \"Executive\")\nhereby enter into this EMPLOYMENT AGREEMENT (\"Agreement\") dated as of December\n17, 1998, 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 begin as of\nAugust 1, 1998, and shall be for continuously renewing three (3) year terms,\nunless Executive's employment is terminated in accordance with Section 5 below.\n\n3.  DUTIES AND RESPONSIBILITIES.\n\n(a)      Executive shall serve as Senior Vice President, Midwest Area. In such\n         capacity, Executive shall perform such duties as may be assigned to\n         Executive from time to time by the Board of Directors, the Chief\n         Executive or Chief Operating Officer of the Company.\n\n(b)      Executive shall faithfully serve the Company, and\/or its affiliated\n         corporations, devote Executive's full working time, attention and\n         energies to the business of the Company, and\/or its affiliated\n         corporations, and perform the duties under this Agreement to the best\n         of Executive's abilities. Executive may make and manage his personal\n         investments, provided such investments in other activities do not\n         violate, in any material respect, the provisions of Section 8 of this\n         Agreement.\n\n(c)      Executive shall (i) comply with all applicable laws, rules and\n         regulations, and all requirements of all applicable regulatory,\n         self-regulatory, and administrative bodies; (ii) comply with the\n         Company's rules, procedures, policies, requirements, and directions;\n         and (iii) not engage in any other business or employment without the\n         written consent of the Company except as otherwise specifically\n         provided herein.\n\n4.  COMPENSATION AND BENEFITS.\n\n(a)      BASE SALARY. During the Employment Term, the Company shall pay\n         Executive a base salary at the annual rate of Four Hundred Thousand\n         ($400,000) 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 executives.\n\n(b)      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 executives, provided that\n         such expenses are incurred and accounted for in accordance with the\n         Company's policy.\n\n\n\n                                  Page 1 of 13\n   2\n\n(c)      BENEFIT PLANS. Executive shall be eligible to participate in or receive\n         benefits under any pension plan, profit sharing plan, medical and\n         dental benefits plan, life insurance plan, short-term and long-term\n         disability plans, supplemental and\/or incentive compensation plans, or\n         any other fringe benefit plan, generally made available by the Company\n         to executives working pursuant to this form of Agreement (hereinafter\n         referred to as \"similarly situated executives.\"\n\n(d)      EMPLOYEE'S EXPENSES. All costs and expenses (including reasonable\n         legal, accounting and other advisory fees) incurred by the Executive to\n         (i) defend the validity of this Agreement, (ii) contest any\n         determination by the Company concerning the amounts payable (or\n         reimbursable) by the Company to the Executive under this Agreement,\n         (iii) determine in any tax year of the Executive, the tax consequences\n         to the Executive of any amount payable (or reimbursable) under Section\n         7(b) or 7(c) hereof, or (iv) prepare responses to an Internal Revenue\n         Service audit of, and to otherwise defend, his personal income tax\n         return for any year which is the subject of any such audit, or an\n         adverse determination, administrative proceedings or civil litigation\n         arising therefrom that is occasioned by or related to any audit by the\n         Internal Revenue Service of the Company's income tax returns, are, upon\n         written demand by the Executive, to be promptly advanced or reimbursed\n         to the Executive, or paid directly, on a current basis, by the Company\n         or its successors.\n\n5.  TERMINATION OF EMPLOYMENT.\n\nExecutive's employment hereunder may be terminated under the following\ncircumstances:\n\n(a)      DEATH. Executive's employment hereunder shall terminate upon\n         Executive's death.\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 is\n         physically or mentally incapacitated so as to render Executive\n         incapable of performing Executive's usual and customary duties under\n         this Agreement. Executive's receipt of disability benefits under the\n         Company's long-term disability plan or receipt of Social Security\n         disability benefits shall be deemed conclusive evidence of Total\n         Disability for purpose of this Agreement; provided, however, that in\n         the absence of Executive's receipt of such long-term disability\n         benefits or Social Security benefits, the Company's Board of Directors\n         may, in its reasonable discretion (but based upon appropriate medical\n         evidence), determine that Executive is Totally Disabled.\n\n(c)      TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate\n         Executive's employment hereunder for \"Cause\" at any time after\n         providing written notice to Executive.\n\n         (i)      For purposes of this Agreement, the term \"Cause\" shall mean\n                  any of the following: (A) conviction of a crime (including\n                  conviction on a nolo contendere plea) involving a felony or,\n                  in the good faith judgment of the Company's Board of\n                  Directors, fraud, dishonesty, or moral turpitude; (B)\n                  deliberate and continual refusal to perform employment duties\n                  reasonably requested by the Company or an affiliate after\n                  thirty (30) days' written notice by certified mail of such\n                  failure to perform, specifying that the failure constitutes\n                  cause (other than as a result of vacation, sickness, illness\n                  or injury); (C) fraud or embezzlement determined in accordance\n                  with the Company's normal, internal investigative procedures\n                  consistently applied in comparable circumstances; (D) gross\n                  misconduct or gross negligence in connection with the business\n                  of the Company or an affiliate which has substantial effect on\n                  the \n\n\n\n                                  Page 2 of 13\n\n   3\n\n                  Company  or the affiliate; or (E) breach of any of the \n                  covenants set forth in Section 8 hereof.\n\n         (ii)     An individual will be considered to have been terminated for\n                  Cause if the Company determines that the individual engaged in\n                  an act constituting Cause at any time prior to a payment date\n                  for an award, regardless of whether the individual terminates\n                  employment voluntarily or is terminated involuntarily, and\n                  regardless of whether the individual's termination initially\n                  was considered to have been for Cause.\n\n         (iii)    Any determination of Cause under this Agreement shall be made\n                  by resolution of the Company's Board of Directors adopted by\n                  the affirmative vote of not less than a majority of the entire\n                  membership of the Board of Directors at a meeting called and\n                  held for that purpose and at which Executive is given an\n                  opportunity to be heard.\n\n(d)      VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment\n         hereunder at any time after providing ninety (90) days' written notice\n         to the Company, or for good reason as described in Section 7 of this\n         Agreement.\n\n(e)      TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate\n         Executive's employment hereunder without Cause at any time after\n         providing written notice to Executive.\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\n                  the date of death, any accrued but unpaid expenses required to\n                  be reimbursed under this Agreement; a pro-rata \"bonus\" or\n                  incentive compensation payment to the extent payments are\n                  awarded to similarly situated executives and paid at the same\n                  time as similarly situated executives are paid; and any\n                  vacation accrued to the date of death.\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section\n                  4(c) hereof as determined and paid in accordance with the\n                  terms of such plans, policies and arrangements.\n\n         (iii)    An amount equal to the Base Salary (at the rate in effect as\n                  of the date of Executive's death) which would have been\n                  payable to Executive if Executive had continued in employment\n                  until the end of the current Employment Term (three [3]\n                  years). Such amount shall be paid in a single lump sum cash\n                  payment within thirty (30) days after Executive's death.\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\n\n                                  Page 3 of 13\n   4\n\n         (i)      Any accrued but unpaid Base Salary for services rendered to\n                  the date of termination, any accrued but unpaid expenses\n                  required to be reimbursed under this Agreement, any vacation\n                  accrued to the date of termination. Executive shall also be\n                  eligible for a bonus or incentive compensation payment to the\n                  extent such awards are made to similarly situated executives,\n                  pro-rated for the year in which Executive is terminated and\n                  paid at the same time as similarly situated executives are\n                  paid.\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section\n                  4(c) hereof shall be determined and paid in accordance with\n                  the terms of such plans, policies and arrangements.\n\n         (iii)    The Base Salary (at the rate in effect as of the date of\n                  Executive's Total Disability) which would have been payable to\n                  Executive if Executive had continued in active employment\n                  until the end of the current Employment Term (three [3]\n                  years). Payment shall be made at the same time and in the same\n                  manner as such compensation would have been paid if Executive\n                  had remained in active employment until the end of such\n                  period.\n\n(c)      TERMINATION FOR CAUSE. In the event that Executive's employment is\n         terminated by the Company for Cause pursuant to Section 5(c), the\n         Company shall pay the following amounts to Executive:\n\n         (i)      Any accrued but unpaid Base Salary for services rendered to\n                  the date of termination, any accrued but unpaid expenses\n                  required to be reimbursed under this Agreement, any vacation\n                  accrued to the date of termination.\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section\n                  4(c) hereof shall be determined and paid in accordance with\n                  the terms of such plans, policies and arrangements.\n\n(d)      VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive\n         terminates employment pursuant to Section 5(d), and other than for a\n         resignation tendered pursuant to Section 7 of this Agreement, the\n         Company shall pay the following amounts to Executive:\n\n         (i)      Any accrued but unpaid Base Salary for services rendered to\n                  the date of termination, any accrued but unpaid expenses\n                  required to be reimbursed under this Agreement, any vacation\n                  accrued to the date of termination.\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section\n                  4(c) hereof shall be determined and paid in accordance with\n                  the terms of such plans, policies and arrangements.\n\n(e)      TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that Executive's\n         employment is terminated by the Company pursuant to Section 5(e) for\n         reasons other than death, Total Disability or Cause, the Company shall\n         pay the following amounts to Executive:\n\n         (i)      Any accrued but unpaid Base Salary for services rendered to\n                  the date of termination, any accrued but unpaid expenses\n                  required to be reimbursed under this Agreement, any vacation\n                  accrued to the date of termination.\n\n\n\n                                  Page 4 of 13\n   5\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section\n                  4(c) hereof shall be determined and paid in accordance with\n                  the terms of such plans, policies and arrangements.\n\n         (iii)    An annual amount equal to the greater of one hundred percent\n                  (100%) of Executive's current base salary, or seventy-five\n                  percent (75%) of the average of Executive's \"Total Annual\n                  Direct Compensation\" for the two (2) highest of the three (3)\n                  most recent calendar years prior to Executive's termination.\n                  Such annual amount shall be paid during the three (3) year\n                  period beginning on the date of Executive's termination and\n                  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\n                  active employment until the end of such period. For purposes\n                  of this Agreement, the term \"Total Annual Direct Compensation\"\n                  means the total of the Base Salary and other cash compensation\n                  payable to Executive attributable to a calendar year (A)\n                  including any cash compensation which would have been payable\n                  for such year but for Executive's election to defer payment of\n                  such compensation and (B) excluding any amounts recognized as\n                  compensation as a result of Executive's exercise of a stock\n                  option or receipt of a stock award.\n\n         (iv)     The Company completely at its expense will continue for\n                  Executive and Executive's spouse and dependents, all health\n                  benefit plans, programs or arrangements, whether group or\n                  individual, in which Executive was entitled to participate at\n                  any time during the twelve-month period prior to the date of\n                  termination, until the earliest to occur of (A) three (3)\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\n                  respect to any particular plan, program or arrangement, the\n                  date Executive becomes covered by a comparable benefit by a\n                  subsequent employer. In the event that Executive's continued\n                  participation in any such plan, program, or arrangement of the\n                  Company is prohibited, the Company will arrange to provide\n                  Executive with benefits substantially similar to those which\n                  Executive would have been entitled to receive under such plan,\n                  program, or arrangement, for such period.\n\n         (v)      Except to the extent prohibited by law, Executive will be 100%\n                  vested in all benefits, awards, and grants accrued but unpaid\n                  as of the date of termination under any pension plan, profit\n                  sharing plan, supplemental and\/or incentive compensation\n                  plans, and stock option plans in which Executive was a\n                  participant as of the date of termination. Executive shall\n                  have one (1) year from the date of termination to exercise\n                  stock options which have vested as a result of this section\n                  (e). All options fully vested as of the date of termination\n                  will remain exercisable pursuant to the terms of the\n                  applicable Stock Option Plan. Executive shall also be eligible\n                  for a bonus or incentive compensation payment, to the extent\n                  payments are made to similarly situated executives, pro-rated\n                  for the year in which the Executive is terminated, paid at the\n                  same time as similarly situated executives are paid.\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 \n\n\n\n                                  Page 5 of 13\n   6\n\n         other plan, arrangement or benefit, with respect to future periods\n         after such termination or resignation.\n\n(g)      SUSPENSION OR TERMINATION OF BENEFITS AND COMPENSATION. In the event\n         that the Company, in its sole discretion determines that, without the\n         Company's express written consent, Executive has\n\n         (i)      directly or indirectly engaged in, assisted or have any active\n                  interest or involvement whether as an employee, agent,\n                  consultant, creditor, advisor, officer, director, stockholder\n                  (excluding holding of less than 1% of the stock of a public\n                  company), partner, proprietor, or any type of principal\n                  whatsoever, in any person, firm, or business entity which is\n                  directly or indirectly competitive with the Company or any of\n                  its affiliates, or\n\n         (ii)     directly or indirectly, for or on behalf of any person, firm,\n                  or business entity which is directly or indirectly competitive\n                  with the Company or any of its affiliates (A) solicited or\n                  accepted from any person or entity who is or was a client of\n                  the Company during the term of Executive's employment\n                  hereunder or during any of the twelve calendar months\n                  preceding or following the termination of Executive's\n                  employment any business for services similar to those rendered\n                  by the Company, (B) requested or advised any present or future\n                  customer of the Company to withdraw, curtail or cancel its\n                  business dealings with the Company, or (C) requested or\n                  advised any employee of the Company to terminate his or her\n                  employment with the Company;\n\n         the Company shall have the right to suspend or terminate any or all\n         remaining benefits payable pursuant to Section 6 of this Agreement.\n         Such suspension or termination of benefits shall be in addition to and\n         shall not limit any and all other rights and remedies that the Company\n         may have against Executive.\n\n7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWING\nCHANGE IN CONTROL.\n\n(a)      RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a\n         \"Change in Control\" occurs, Executive will be paid the compensation\n         described in this Section 7 if Executive resigns or is terminated (both\n         a \"resignation\" and \"termination\" being referred to as \"termination\"\n         for the purposes of this Section 7) from employment with the Company at\n         any time prior to the six (6) month anniversary of the date of the\n         Change in Control following the occurrence of any of the following\n         events:\n\n         (i)      without Executive's express written consent, the assignment to\n                  Executive of any duties inconsistent with Executive's\n                  positions, duties, responsibilities and status with the\n                  Company immediately before a Change in Control, or a change in\n                  Executive's reporting, responsibilities, titles or offices as\n                  in effect immediately before a Change in Control, or any\n                  removal of Executive from, or any failure to re-elect\n                  Executive to, any of such positions, except in connection with\n                  the termination of Executive's employment as a result of\n                  death, or by the Company for Disability or Cause, or by\n                  Executive other than for the reasons described in this Section\n                  7(a);\n\n         (ii)     a reduction by the Company in Executive's Base Salary as in\n                  effect immediately before a Change in Control plus all\n                  increases therein subsequent thereto;\n\n\n\n                                  Page 6 of 13\n   7\n\n         (iii)    the failure of the Company substantially to maintain and to\n                  continue Executive's participation in the Company's benefit\n                  plans as in effect immediately before a Change in Control and\n                  with all improvements therein subsequent thereto (other than\n                  those plans or improvements that have expired thereafter in\n                  accordance with their original terms), or the taking of any\n                  action which would materially reduce Executive's benefits\n                  under any of such plans or deprive Executive of any material\n                  fringe benefit enjoyed by Executive immediately before a\n                  Change in Control, unless such reduction or termination is\n                  required by law;\n\n         (iv)     the failure of the Company to provide Executive with an\n                  appropriate adjustment to compensation such as a lump sum\n                  relocation bonus, salary adjustment and\/or housing allowance\n                  so that Executive can purchase comparable primary housing if\n                  required to relocate (it being the intention of this Section\n                  7[a][iv] to keep the Executive \"whole\" if required to\n                  relocate). In this regard, comparable housing shall be\n                  determined by comparing factors such as location (taking into\n                  account, by way of example, items such as the value of the\n                  surrounding neighborhood, reputation of the public school\n                  district, if applicable, security and proximity to Executive's\n                  place of work), quality of construction, design, age, size of\n                  the housing and the ratio of the monthly payments including\n                  principle, interest, taxes and insurance to the Executive's\n                  take home pay, to housing most recently owned by Executive\n                  prior to, or as of the effective date of the change of\n                  control;\n\n         (v)      the failure by the Company to pay Executive any portion of\n                  Executive's current compensation, or any portion of\n                  Executive's compensation deferred under any plan, agreement or\n                  arrangement of or with the Company, within seven (7) days of\n                  the date such compensation is due; or\n\n         (vi)     the failure by the Company to obtain an assumption of, and\n                  agreement to perform the obligations of the Company under this\n                  Agreement by any successor to the Company.\n\n(b)      COMPENSATION PAYABLE. In the event that Executive terminates employment\n         pursuant to Section 7(a), the Company shall pay the following amounts\n         to Executive:\n\n         (i)      Any accrued but unpaid Base Salary for services rendered to\n                  the date of termination, any accrued but unpaid expenses\n                  required to be reimbursed under this Agreement, any vacation\n                  accrued to the date of termination.\n\n         (ii)     Any benefits to which Executive may be entitled pursuant to\n                  the plans, policies and arrangements referred to in Section 4c\n                  hereof, shall be determined and paid in accordance with the\n                  terms of such plans, policies and arrangements.\n\n         (iii)    An amount equal to $1.00 less than three (3) times Executive's\n                  \"base amount\" within the full meaning of Section 280G of the\n                  Internal Revenue Code. Such amount shall be paid to Executive\n                  in a single lump sum cash payment within five (5) business\n                  days after the effective date of Executive's termination.\n\n         (iv)     Executive will be 100% vested in all benefits, awards, and\n                  grants (including stock options) accrued but unpaid as of the\n                  date of termination under any non-qualified pension plan,\n                  supplemental and\/or incentive compensation or bonus plans, in\n                  which \n\n\n\n                                  Page 7 of 13\n   8\n\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 (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. Employee shall have until the\n                  expiration date shown on the stock option award in which to\n                  exercise the options which have vested pursuant to this\n                  section.\n\n         Except as may be provided under this Section 7 or under the terms of\n         any incentive compensation, employee benefit, or fringe benefit plan\n         applicable to Executive at the time of Executive's resignation from\n         employment, Executive shall have no right to receive any other\n         compensation, or to participate in any other plan, arrangement or\n         benefit, with respect to future periods after such resignation or\n         termination.\n\n(c)      CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any\n         portion of the benefits payable under this Agreement, and any other\n         payments and benefits under any other agreement with, or plan of the\n         Company to or for the benefit of the Executive (in aggregate, \"Total\n         Payments\") constitute an \"excess parachute payment\" within the meaning\n         of Section 280G of the Internal Revenue Code (the \"Code\"), then the\n         Company shall pay the Executive as promptly as practicable following\n         such determination an additional amount (the \"Gross-up Payment\")\n         calculated as described below to reimburse the Executive on an\n         after-tax basis for any excise tax imposed on such payments under\n         Section 4999 of the Code. The Gross-up Payment shall equal the amount,\n         if any, needed to ensure that the net parachute payments (including the\n         Gross-up Payment) actually received by the Executive after the\n         imposition of federal and state income, employment and excise taxes\n         (including any interest or penalties imposed by the Internal Revenue\n         Service), are equal to the amount that the Executive would have netted\n         after the imposition of federal and state income and employment taxes,\n         had the Total Payments not been subject to the taxes imposed by Section\n         4999. For purposes of this calculation, it shall be assumed that the\n         Executive's tax rate will be the maximum federal rate to be computed\n         with regard to Section 1(g) of the Code.\n\n         In the event that the Executive and the Company are unable to agree as\n         to the amount of the Gross-up Payment, if any, the Company shall select\n         a law firm or accounting firm from among those regularly consulted\n         (during the twelve-month period immediately prior to a\n         Change-in-Control) by the Company regarding federal income tax matters\n         and such law firm or accounting firm shall determine the amount of\n         Gross-up Payment and such determination shall be final and binding upon\n         the Executive and the Company.\n\n(d)      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 transfer to, assignment to, or any acquisition by any\n                  person, corporation or other entity, or group thereof, of the\n                  beneficial ownership, within the meaning of Section 13(d) of\n                  the Securities Exchange Act of 1934, of any securities of the\n                  Company, which transfer, assignment or acquisition results in\n                  such person, corporation, entity, or group thereof, becoming\n                  the beneficial owner, directly or indirectly, of securities of\n                  the Company representing 25 percent (25%) or more of the\n                  combined voting power of the Company's then outstanding\n                  securities; or\n\n\n\n                                  Page 8 of 13\n   9\n\n         (ii)     As a result of a tender offer, merger, consolidation, sale of\n                  assets, or contested election, or any combination of such\n                  transactions, the persons who were directors immediately\n                  before the transaction shall cease to constitute a majority of\n                  the Board of Directors of the Company or any successor to the\n                  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 during\n         the period that payments are made to Executive pursuant to Section 6 of\n         this Agreement, 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 1% 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 engaged in\n         the same business as that conducted and carried on by the Company,\n         without the Company's specific written consent to do so. Executive\n         further agrees that for a period of one (1) year after the date\n         payments made to Executive pursuant to Section 6 of this Agreement\n         cease, or for a period of two (2) years following the date of\n         termination, whichever is later, Executive will not, directly or\n         indirectly, within seventy-five (75) miles of any operating location of\n         any affiliate of the Company, engage in, assist, or have any active\n         interest or involvement, whether as an employee, agent, consultant,\n         creditor, advisor, officer, director, stockholder (excluding holding of\n         less than 1% of the stock of a public company), partner, proprietor or\n         any type of principal whatsoever in any person, firm, or business\n         entity which, directly or indirectly, is engaged in the same business\n         as that conducted and carried on by the Company or any of its\n         affiliated companies, without the Company's specific written consent to\n         do so.\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 one (1) year after the date payments made to Executive\n         pursuant to Section 6 of this Agreement cease, or two (2) years after\n         the date of termination of the Executive's employment, whichever date\n         is later, whether such termination is voluntary or involuntary by\n         wrongful discharge, or otherwise, Executive will not directly or\n         indirectly (i) induce any customers of the Company or corporations\n         affiliated with the Company to patronize any similar business which\n         competes with any material business of the Company; (ii) canvass,\n         solicit or accept any similar business from any customer of the Company\n         or corporations affiliated with the Company; (iii) directly or\n         indirectly 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; (iv) directly or indirectly\n         disclose to any other person, firm or corporation the names or\n         addresses of any of the customers of the Company or corporations\n         affiliated with the Company; or (v) individually or through any person,\n         firm, association or corporation with which Employee is now or may\n         hereafter become associated, cause, solicit, entice, or induce any\n         present or future employee of the Company, or any corporation\n         affiliated with the Company to leave the employ of the Company, or such\n         other corporation to accept employment with, or compensation from, the\n         Employee or any such person, firm, association or corporation without\n         the prior written consent of the Company.\n\n(c)      NON-DISPARAGEMENT. Executive covenants and agrees that Executive shall\n         not engage in any pattern of conduct that involves the making or\n         publishing of written or oral statements or remarks (including, without\n         limitation, the repetition or distribution of derogatory rumors,\n\n\n\n                                  Page 9 of 13\n   10\n\n         allegations, negative reports or comments) which are disparaging,\n         deleterious or damaging to the integrity, reputation or good will of\n         the Company, its management, or of management of corporations\n         affiliated with the Company.\n\n(d)      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 (collectively, the \"Protected Information\").\n         Executive therefore covenants and agrees that Executive will not at any\n         time, either while employed by the Company or afterwards, knowingly\n         make any independent use of, or knowingly disclose to any other person\n         or organization (except as authorized by the Company) any of the\n         Protected Information.\n\n9.  ENFORCEMENT OF COVENANTS.\n\n(a)      TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive\n         agrees that any breach by Executive of any of the covenants set forth\n         in Section 8 hereof during Executive's employment by the Company, shall\n         be grounds for immediate dismissal of Executive and forfeiture of any\n         accrued and unpaid salary, bonus, commissions or other compensation of\n         such Executive as liquidated damages, which shall be in addition to and\n         not exclusive of any and all other rights and remedies the Company may\n         have against Executive.\n\n(b)      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 will be inadequate. Therefore, in the event of breach of\n         anticipatory 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; (i) injunctions,\n         both preliminary and permanent, enjoining or restraining such breach or\n         anticipatory breach and Executive hereby consents to the issuance\n         thereof forthwith and without bond by any court of competent\n         jurisdiction; and (ii) recovery of all reasonable sums expended and\n         costs, including reasonable attorney's fees, incurred by the Company to\n         enforce the covenants set forth in this section.\n\n(c)      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 \n\n\n\n                                 Page 10 of 13\n   11\n\n         to permit the remaining separate covenants to be enforced in such\n         proceeding. Executive and the Company further agree that the covenants\n         in Section 8 shall each be construed as a separate agreement\n         independent of any other provisions of this Agreement, and the\n         existence of any claim or cause of action by Executive against the\n         Company whether predicated on this Agreement or otherwise, shall not\n         constitute a defense to the enforcement by the Company of any of the\n         covenants of Section 8.\n\n10.  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) Executive's costs and reasonable attorney's fees\n(including expenses of investigation and disbursements for the fees and expenses\nof experts, etc.) incurred by Executive in connection with any such dispute or\nany litigation, (a) provided that Executive shall repay any such amounts paid or\nadvanced if Executive is not the prevailing party with respect to any dispute or\nlitigation arising under Sections 5c or 8 of this Agreement, or (b) regardless\nof whether Executive is the prevailing party in a dispute or in litigation\ninvolving any other provision of this Agreement, provided that the court in\nwhich such litigation is first initiated determines with respect to this\nobligation, upon application of either party hereto, Executive did not initiate\nfrivolously such litigation. Under no circumstances shall Executive be obligated\nto pay or reimburse the Company for any attorneys' fees, costs or expenses\nincurred by the Company. The provisions of this Section 10 shall survive the\nexpiration or termination of this Agreement and of Executive's employment\nhereunder.\n\n11.  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\n12.  NON-DISCLOSURE OF AGREEMENT TERMS.\n\nExecutive agrees that Executive will not disclose the terms of this Agreement to\nany third party other than Executive's immediate family, attorney, accountants,\nor other consultants or advisors or except as may be required by any\ngovernmental authority.\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\n\n\n                                 Page 11 of 13\n   12\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, and shall be assignable by the Company only to any\nfinancially 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\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\n16.  GOVERNING LAW.\n\nThis Agreement shall be governed by and construed in accordance with the laws of\nthe State of Colorado applicable to agreements made and to be performed in that\nState, without regard to its conflict of laws provisions.\n\n17.  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: Corporate Secretary\n\n         To Executive:     At the address for Executive set forth below.\n\n18.  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\n\n                                 Page 12 of 13\n   13\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(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\n\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of\nthe day and year first above written.\n\n\n\nWASTE MANAGEMENT, INC.\n\n\nBy: \/s\/ Rodney R. Proto\n   ------------------------------------\n\nName:\n     ----------------------------------\n\nTitle:\n      ---------------------------------\n\nDate:            March 31, 1999\n     ----------------------------------\n\n\n\nEXECUTIVE\n\n\n      \/s\/ Robert A. Damico\n---------------------------------------\n\nAddress:    103 Falcon Hills Drive\n        -------------------------------\n\n            Highlands Ranch, CO  80126\n---------------------------------------\n\nDate:     March 22, 1999\n     ----------------------------------\n\n\n\n                                 Page 13 of 13\n\n<\/pre>\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-39703","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\/39703","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=39703"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39703"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39703"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39703"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}