Common use of Acceleration Upon Change in Control Clause in Contracts

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC so as to be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i) will vest completely on or before December 31, 2008, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii) will be paid to Employee on December 31, 2008, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii).

Acceleration Upon Change in Control. (a) Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (ai) and (bii), as follows: (ai) the result of the equation with a numerator of: (x) the number of Performance Share Units that he Employee would have otherwise received based upon achievement of ROIC Relative TSR of the Company after reducing the Performance Period so that it ends on the last trading day of the quarter preceding that immediately precedes the Change in Control (the “Early Measurement Date”), multiplied by (y) number of days occurring between the beginning of the Performance Period and making adjustments to Target ROIC so as to the Early Measurement Date, and; a denominator of 1,096, being the total number of days in the original Performance Period. The resulting value shall be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 such a calculation multiplied by the closing price of the Common Stock on the Early Measurement Date; and (bii) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (iA) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(a)(ii)(A) will vest completely on or before December 31, 20082014, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(a)(ii)(A). (iiB) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(a)(ii)(B) will be paid to Employee on December 31, 20082014, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(a)(ii)(B). (b) Employee further agrees that, in consideration for the this Award, the equations detailed above in Section 9(a) shall be substituted for the corollary provisions in each prior award of performance share units previously granted to Employee by the Company.

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC Average Return on Invested Capital after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC Performance amount bear to the Target ROIC Performance amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(b)(i) will vest completely on or before December 31, 20082012, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(b)(ii) will be paid to Employee on December 31, 20082012, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(b)(ii).

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC Average Return on Invested Capital after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC Performance amount bear to the Target ROIC Performance amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(b)(i) will vest completely on or before December 31, 20082011, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(b)(ii) will be paid to Employee on December 31, 20082011, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(b)(ii).

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC each performance goal after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC amount Performance amounts bear to the Target ROIC amount Performance amounts above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(b)(i) will vest completely on or before December 31, 20082010, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(b)(ii) will be paid to Employee on December 31, 20082010, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(b)(ii).

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC so as to be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i) will vest completely on or before December 31, 2008, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP x EMD x CP 1096-EMD TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii) will be paid to Employee on December 31, 2008, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii).

Acceleration Upon Change in Control. (a) Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (ai) and (bii), as follows: (ai) the result of the equation with a numerator of: (x) the number of Performance Share Units that he Employee would have otherwise received based upon achievement of ROIC Relative TSR of the Company after reducing the Performance Period so that it ends on the last trading day of the quarter preceding that immediately precedes the Change in Control (the “Early Measurement Date”), multiplied by (y) number of days occurring between the beginning of the Performance Period and making adjustments to Target ROIC so as to the Early Measurement Date, and; a denominator of 1,095, being the total number of days in the original Performance Period. The resulting value shall be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 such a calculation multiplied by the closing price of the Common Stock on the Early Measurement Date; and (bii) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (iA) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(a)(ii)(A) will vest completely on or before December 31, 20082015, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(a)(ii)(A). (iiB) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(a)(ii)(B) will be paid to Employee on December 31, 20082015, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(a)(ii)(B). (b) Employee further agrees that, in consideration for the this Award, the equations detailed above in Section 9(a) shall be substituted for the corollary provisions in each prior award of performance share units previously granted to Employee by the Company.

Acceleration Upon Change in Control. (a) Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (ai) and (bii), as follows: (ai) the Performance Share Units that he Employee would have otherwise received based upon achievement of ROIC Average Return on Invested Capital after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC Performance amount bear to the Target ROIC Performance amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (bii) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (iA) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(a)(ii)(A) will vest completely on or before December 31, 20082014, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(a)(ii)(A). (iiB) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(a)(ii)(B) will be paid to Employee on December 31, 20082014, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(a)(ii)(B). (b) Employee further agrees that, in consideration for the this Award, the equations detailed above in Section 9(a) shall be substituted for the corollary provisions in each prior award of performance share units previously granted to Employee by the Company.

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC Average Return on Invested Capital after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC Performance amount bear to the Target ROIC Performance amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(b)(i) will vest completely on or before December 31, 20082013, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(b)(ii) will be paid to Employee on December 31, 20082013, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(b)(ii).

Acceleration Upon Change in Control. (a) Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (ai) and (bii), as follows: (ai) the Performance Share Units that he Employee would have otherwise received based upon achievement of ROIC Average Return on Invested Capital after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC Performance so as to be equal to the ROIC performance budgeted for that period and appropriate adjustments to Threshold ROIC Performance and Maximum ROIC Performance so that they bear the same ratio to the Threshold ROIC Performance and Maximum ROIC Performance amounts above as the revised Target ROIC Performance amount bear to the Target ROIC Performance amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 9 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (bii) as a substitute award for the lost opportunity to earn Performance Stock Share Units for the entire length of the original Performance Period: (iA) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i9(a)(ii)(A) will vest completely on or before December 31, 20082015, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i9(a)(ii)(A). (iiB) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of quotient obtained from the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC Performance specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii9(a)(ii)(B) will be paid to Employee on December 31, 20082015, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii9(a)(ii)(B). (b) Employee further agrees that, in consideration for the this Award, the equations detailed above in Section 9(a) shall be substituted for the corollary provisions in each prior award of performance share units previously granted to Employee by the Company.

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “"Early Measurement Date”") and making adjustments to Target ROIC so as to be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased of such stock on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP X EMD__ X CP -------- 1096-EMD TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i) will vest completely on or before December 31, 20082007, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP X EMD__ X CP -------- 1096-EMD TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii) will be paid to Employee on December 31, 20082007, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii).

Acceleration Upon Change in Control. Notwithstanding anything to the contrary, if there is a Change in Control of Waste Management, Inc. prior to the end of the Performance Period, Employee will be entitled to immediately receive both (a) and (b), as follows: (a) the Performance Share Units that he would have otherwise received based upon achievement of ROIC after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and making adjustments to Target ROIC so as to be equal to the ROIC budgeted for that period and appropriate adjustments to Threshold ROIC and Maximum ROIC so that they bear the same ratio to the Threshold ROIC and Maximum ROIC amounts above as the revised Target ROIC amount bear to the Target ROIC amount above, converted into a cash payment equivalent to the number of Performance Share Units earned under this Section 8 multiplied by the closing price of the Common Stock on the Early Measurement Date; and (b) as a substitute award for the lost opportunity to earn Performance Stock Units for the entire length of the original Performance Period: (i) if the successor entity was a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any restricted stock units in the successor entity awarded under this Section 8(b)(i) will vest completely on or before December 31, 20082009, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will become immediately vested in full in the restricted stock units in the successor entity awarded pursuant to this Section 8(b)(i). (ii) if the successor entity was not a publicly traded company as of the Early Measurement Date, a cash payment equal to the product of the following equation: TAP = the number of Performance Share Units that could be earned for achievement of the original Target ROIC specified in Section 3(a) EMD = the number of days occurring from the Grant Date to the Early Measurement Date CP = the closing price of a share of Common Stock of Waste Management, Inc. on the Early Measurement Date Any cash payment calculated under this Section 8(b)(ii) will be paid to Employee on December 31, 20082009, provided that Employee remain continuously employed with the successor entity until such date. The foregoing notwithstanding, if there is an involuntary Termination of Employee for reason other than Cause during the Window Period, Employee will be paid by the successor entity the amount determined pursuant to this Section 8(b)(ii).