{"id":40250,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-based-incentive-compensation-plan-waste-management.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-based-incentive-compensation-plan-waste-management","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-based-incentive-compensation-plan-waste-management.html","title":{"rendered":"Performance-Based Incentive Compensation Plan &#8211; Waste Management Inc."},"content":{"rendered":"<pre>                             WASTE MANAGEMENT, INC.\n                  Performance-Based Incentive Compensation Plan\n                  (Amended and Restated as of January 1, 2001)\n\n     1. Purpose. The principal purpose of the Waste Management, Inc.\nPerformance-Based Incentive Compensation Plan (the \"Plan\") is to advance the\ninterests of Waste Management, Inc. (the \"Company\") by providing for annual or\nother periodic bonuses for key employees of the Company and its subsidiaries who\nare designated as participants in the Plan in the manner hereinafter provided,\nso as to attract and retain such individuals, make their compensation\ncompetitive with other opportunities and provide them with an incentive to\nstrive to achieve the Company's financial and other business objectives.\n\n     2. Administration. With respect to participation in the Plan by individuals\nwho are executive officers of the Company (\"Key Participants\"), the Plan shall\nbe administered by the Compensation Committee (the \"Committee\") of the Board of\nDirectors of the Company (the \"Board\"). With respect to participation in the\nPlan by individuals who are not Key Participants, the Plan shall be administered\nby a committee appointed by the Company's Chief Executive Officer, and all\nreferences herein to the \"Committee\" shall be deemed to mean such committee as\nto matters involving the participation in the Plan of such individuals who are\nnot Key Participants, provided, however, that in the event of a Change in\nControl (as such term is defined in the Company's 1996 Stock Option Plan for\nNon-Employee Directors, as may be amended from time to time) of the Company, the\nPlan shall be administered by those members of the Committee, if any, and those\nmembers of the Board, continuing as directors of the Company, but, if there are\nno such continuing directors, decisions shall be made by the Committee as\nconstituted prior to the Change in Control. Any person serving on the Committee\nshall be entitled to the full benefits of the indemnification provisions set\nforth in Article X of the Company's By-Laws, including, without limitation, any\nactions or failure to act by such persons administering this Plan following any\nChange in Control.\n\n     3. Eligibility.\n\n     (a) Participants in the Plan for a calendar year (a \"Plan Year\") shall be\nselected by the Committee at the beginning of such Plan Year from among the key\nemployees of the Company and its subsidiaries.\n\n     (b) Notwithstanding the foregoing, individuals who become eligible to\nparticipate in the Plan after the beginning of a Plan Year shall, subject to\nselection and approval by the Committee, be entitled to a bonus prorated to\nreflect such participant's number of months of participation during the Plan\nYear or for any longer period determined by the Committee.\n\n     (c) A participant whose employment terminates during the Plan Year shall\nnot be entitled to the payment of a bonus under the Plan, except, with respect\nto a non-Key Participant, as the Committee may otherwise determine in its sole\ndiscretion. The Committee, in its discretion, may also award all or part of a\ntarget bonus to a Key\n\n   2\n\nParticipant whose employment terminates due to his disability, death or other\ncircumstances of cessation of employment as determined appropriate by the\nCommittee.\n\n     4. Bonuses. (a) Each participant in the Plan shall be eligible to receive\nsuch bonus, if any, for each Plan Year as may be payable pursuant to the\nperformance criteria described below. Except as provided in Section 7 below, the\nCommittee shall establish each Plan Year a \"target bonus\" for each participant\nequal to a percentage of such participant's annual base salary as of the last\nday of such Plan Year, and the maximum amount of a target bonus that may be\nawarded to a participant for a Plan Year shall be 200% thereof or as limited by\nSection 6(c).\n\n     (b) Participants shall have their bonuses, if any, determined on the basis\nof the degree of achievement of performance goals which shall be established by\nthe Committee in writing, based on corporate objectives determined by the Board,\nand which goals shall be stated in terms of the attainment of specified levels\nof or percentage changes (as compared to a prior measurement period or the\ncurrent year's budget) in any one or more of the following measurements: the\nCompany's revenue, earnings per share of common stock (the \"Common Stock\"),\npretax income, cash flow from operations, total cash flow, return on equity,\nreturn on capital, return on assets, net operating profits after taxes, economic\nvalue added, total stockholder return, strategic growth, return on sales, or\nother financial metrics or individual performance objectives which are measured\nsolely in terms of the attainment of quantitative targets related to the\nCompany's business, or any combination thereof. The Committee shall for each\nPlan Year establish the performance goal or goals from among the foregoing to\napply to each participant and a formula or matrix prescribing the extent to\nwhich such participant's target bonus shall be earned based upon the degree of\nachievement of such performance goal or goals. Except as provided in Section 7\nbelow, the Committee may also designate, with respect to a non-Key Participant,\nany other factor or factors to serve as performance goals. The Committee may\ndetermine that the bonus payable to any participant shall be based upon the\nattainment of the above-specified performance goals but applied in whole or in\npart to the results of a subsidiary, business unit, division or department of\nthe Company for which such participant has substantial management\nresponsibility.\n\n     (c) Except as provided in Section 7 below, a non-Key Participant whose\ntarget bonus or performance goals are changed by the Committee during the Plan\nYear to reflect a change in responsibilities or otherwise shall have his or her\nbonus award, if any, based on the amount of base salary earned and the\nperformance goals applicable while in each target bonus category during the Plan\nYear.\n\n     (d) The earnings per share of the Company's Common Stock for any year shall\nbe as determined by the Company's independent public accountants or a primary,\nrather than fully-diluted, basis, and all other financial measurements which are\nused as the performance goals set forth in this Section 4 (or as a component of\nsuch performance goals) shall be determined in accordance with generally\naccepted accounting principles, excluding as to both such earnings and other\nmeasurements the effects of changes in\n\n   3\n\naccounting standards or methods and special, unusual or nonrecurring events as\ndetermined appropriate by the Committee.\n\n     (e) Except as provided in Section 6 below, the Committee may, in its sole\ndiscretion, (i) award or increase the amount of bonuses payable to one or more\nnon-Key Participants even though not earned in accordance with the performance\ngoals established pursuant to this Section 4, or (ii) decrease the amount of\nbonuses otherwise payable to one or more participants even though earned in\naccordance with the performance goals established pursuant to this Section 4.\n\n     5. Payment. Payment of bonuses for any Plan Year shall be made in cash as\nsoon as reasonably practicable after the end of such Plan Year.\n\n     6. Participation by Certain Officers. Notwithstanding any other provisions\nof the Plan to the contrary, the following provisions shall be applicable to\nparticipation in the Plan by Key Participants:\n\n     (a) Each such participant's target bonus under this Plan for such Plan Year\nshall be based solely on achievement of one or more of the performance goals as\nestablished by the Committee pursuant to Section 4 above.\n\n     (b) With respect to each such participant, no bonus shall be payable\nhereunder except upon written certification by the Committee that the\nperformance goals have been satisfied to a particular extent and that any other\nmaterial terms and conditions precedent to payment of a bonus pursuant to the\nPlan have been satisfied.\n\n     (c) The maximum bonus award payable to any such participant for any Plan\nYear shall be $3,000,000.\n\n     7. Adjustments for Changes in Stock, Mergers, Etc. In the event of\ndividends payable in Common Stock or in the case of the subdivision or\ncombination of Common Stock, appropriate revision shall be made in any earnings\nper share criteria established by the Committee pursuant to Section 4 above. In\nthe event of a Change in Control (as such term is defined in the Company's 1996\nStock Option Plan for Non-Employee Directors, as may be amended from time to\ntime) of the Company (i) the Plan Year shall end as of the date of such Change\nin Control, (ii) the Committee shall cause any bonus awards payable to\nparticipants for the current Plan Year to be promptly calculated (without any\ndiscretionary decrease pursuant to Section 4(e)(ii)) and (iii) the Company shall\npay such bonus awards to participants (determined as of the date of the Change\nin Control without regard to any subsequent termination of employment) as\npromptly as practicable following the Committee's determination, notwithstanding\nany other Plan provision to the contrary. In calculating the amount, timing,\neligibility and other factors affecting bonuses payable to participant in\nconnection with the Change in Control, the Committee, as constituted prior to\nthe Change in Control, is authorized to take into consideration such factors as\nthe shortened Plan Year, seasonal fluctuations in results of the criteria\n\n   4\n\nestablished under Section 4(b) hereof and any other equitable adjustments to the\nformulae or matrices established by the Committee pursuant to Section 4 as it\ndeems appropriate.\n\n     8. Participant's Interests. A participant's interest in any bonus awards\nhereunder shall at all times be reflected on the Company's books as a general\nunsecured and unfunded obligation to the Company subject to the terms and\nconditions of the Plan. The Plan shall not give any person any right or security\ninterest in any asset of the Company or any fund in which any deferred payment\nis deemed invested. Neither the Company, the Board nor the Committee shall be\nresponsible for the adequacy of the general assets of the Company to discharge\nthe payment of its obligations hereunder nor shall the Company be required to\nreserve or set aside funds therefor.\n\n     9. Non-Alienation of Benefits: Beneficiary Designation. All rights and\nbenefits under the Plan are personal to the participant and neither the Plan nor\nany right or interest of a participant or any other person arising under the\nPlan is subject to voluntary or involuntary alienation, sale, transfer, or\nassignment without the Committee's consent, which may be withheld in its\ndiscretion. Subject to the foregoing, the Company shall establish such\nprocedures as it deems necessary for a participant to designate one or more\nbeneficiaries to whom any bonus payment the Committee determines to make and any\ndeferred amounts would be payable in the event of the participant's death.\nAbsent such a designation, payment shall be made to the participant's estate.\n\n     10. Withholding for Taxes. Notwithstanding any other provisions of this\nPlan, the Company may withhold from any payment made by it under the Plan such\namount or amounts as may be required for purposes of complying with the tax\nwithholding or other provisions of the Code or the Social Security Act or any\nstate's income tax act or for purposes of paying any estate, inheritance or\nother tax attributable to any amounts payable hereunder.\n\n     11. No Employment Rights. Nothing contained in the Plan shall confer upon\nany participant any right to be continued in the employ of the Company or any of\nits subsidiaries or interfere in any way with the right of the Company or any of\nits subsidiaries to terminate a participant's employment at any time.\n\n     12. Gender and Number. Where the context admits, words denoting men include\nwomen, the plural includes the singular, and the singular includes the plural.\n\n     13. Committee or Company Determinations Final. Each determination provided\nfor in the Plan shall be made by the Committee or the Company, as the case may\nbe, under such procedures as may from time to time be prescribed by the\nCommittee or the Company and shall be made in the sole discretion of the\nCommittee or the Company, as the case may be. As such determination shall be\nconclusive on all parties.\n\n     14. Amendment or Termination. The Board may in its sole discretion\nterminate or amend the Plan from time to time. No such termination or amendment\nshall alter a participant's right to receive a distribution as awarded but\nunpaid to such participant, as\n\n   5\n\nto which this Plan shall remain in effect following its termination until all\nsuch amounts have been paid.\n\n     15. Successors. The Plan is binding on and will inure to the benefit of any\nsuccessor to the Company, whether by way of merger, consolidation, purchase or\notherwise.\n\n     16. Controlling Law. The Plan shall be construed in accordance with the\nlaws of the State of Texas.\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":[9539,9546],"class_list":["post-40250","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40250","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=40250"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40250"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40250"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40250"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}