EXHIBIT 10.5
WMX TECHNOLOGIES, INC.
RESTRICTED STOCK AGREEMENT
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This Restricted Stock Agreement (the "Agreement"), made this 15th of
August, 1996, by and between WMX TECHNOLOGIES, INC., a Delaware corporation
(hereinafter called the "Corporation") and XXXXXXX X. XXXX, an employee of the
Corporation (hereinafter called the "Employee" );
WITNESSETH:
WHEREAS, the Board of Directors of the Corporation has determined it to be
in the best interests of the Corporation to grant restricted stock awards to
certain key executives of the Corporation in order to provide such executives
with an additional stake in the growth and prosperity of the Corporation to
encourage them to continue serving the Corporation, and to obtain from such
executives reaffirmation of certain restrictive covenants; and
WHEREAS, the Board of Directors has made such an award to the Employee and
the Employee has agreed to the terms and conditions thereof as set forth in this
Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements of the parties hereto, it is agreed as follows:
1. Grant. The Corporation hereby grants to Employee and Employee
accepts 35,000 shares (the "Restricted Shares") of common stock, $1.00 par value
per share, of the Corporation (the "Common Stock"), subject to the restrictions,
terms and conditions set forth in this Agreement.
2. Restrictions. During the Restricted Period described in Paragraph 4
below, the employee may not, directly or indirectly, by operation of law or
otherwise, voluntary or involuntarily, anticipate, alienate, attach, sell,
assign, pledge, encumber, charge or otherwise transfer any of the Restricted
Shares (the "Restrictions"). Upon the expiration of the Restricted Period, all
Restrictions shall lapse.
3. Award Date. The effective date of grant of the Restricted Shares to
Employee (the "Award Date") shall be August 15, 1996.
4. Restricted Period. The Restricted Period shall commence on the Award
Date and shall expire on the expiration of the period of the covenant not to
compete (the "Restrictive Covenant") contained in the Employee Agreement
attached as Appendix A to this Agreement (the "Employee Agreement") or, if
earlier, the first to occur of the following dates:
(a) the Employee's death; or
(b) the Employee's Total Disability (as defined in the Corporation's
1992 Stock Option Plan, such Plan and any successor thereto hereinafter
referred to as the "Stock Option Plan").
5. (a) Effect of Termination of Employment and Other Events. Subject to
the provisions of Section 5(b) hereof, in the event of the voluntary termination
by Employee of his employment with the Corporation and all "Related Companies"
(as defined under the Stock Option Plan) prior to the 10th anniversary of the
Award Date, 100% of the Restricted Shares shall be forfeited. In the event of
the termination of the Employee's employment with the Corporation after the 10th
anniversary of the Award Date, 100% of the Restricted Shares shall become
"Vested Restricted Shares;" provided, however, that Vested Restricted Shares
shall continue to be subject to the Restrictions until the expiration of the
Restricted Period pursuant to Paragraph 4 above. However, and notwithstanding
the foregoing, to the extent provided in Paragraph 5(b), all Restricted Shares
shall be considered Vested Restricted Shares.
(b) Accelerated Vesting. Upon the occurrence of any event described
in this Paragraph 5(b), the forfeited percentage shall be zero and 100% of
the Restricted Shares shall become Vested Restricted Shares:
(i) the date of an employer-initiated termination of the
Employee's employment with the Corporation and all Related Companies
for reasons other than Cause;
(ii) the Employee's retirement on or after attaining age 60;
(iii) the effective date of any of the following employer-initiated
actions taken without the Employee's written consent: (A) a change in
the Employee's duties or responsibilities, or a change in Employee's
reporting relationships, either of which results in or reflects a
diminution of the scope or importance of Employee's duties and
responsibilities, (B) a reduction in Employee's base annual salary
(other than as part of across-the-board reductions in base annual
salary affecting the Corporation's or Related Company's executives
officers generally), (C) a reduction in the level of benefits
available or awarded under employee and executive officer benefit
plans and programs, including, but not limited to annual and long-term
incentive and stock-based plans and programs (other than as part of
across-the-board reductions in such benefit plans or programs
affecting the Corporation's or Related Company's executive officers
generally), or (D) a relocation of Employee's primary employment
location to a location which is more than 50 miles from his current
location; or
(iv) any event described in Paragraph 4(a) or (b).
For purposes of this Agreement, "Cause" shall mean (i) the commission of fraud,
embezzlement or theft by the Employee in connection with the Employee's duties;
(ii) the intentional wrongful damage to property of the Company and/or its
subsidiaries by the Employee; (iii) the intentional wrongful disclosure by the
Employee of any secret process or confidential information of the Company and/or
its subsidiaries; or (iv) the violation of the Employee's covenant not to
compete contained in the Employee Agreement.
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6. Forfeiture. In the event of:
(a) a breach of the Restrictive Covenant; or
(b) an employer-initiated termination of the Employee's employment
with the Corporation or any Related Company for "Cause" ;
then all Restricted Shares subject to this Agreement, whether or not Vested
Restricted Shares, as of the date of such breach or termination of employment
for Cause shall be forfeited.
7. Remedies. Employee reaffirms that the Restrictive Covenant is fair
and reasonable, enforcement of the provisions of such Restrictive Covenant will
not cause him undue hardship, and said provisions are reasonably necessary and
commensurate with the need to protect the Corporation and Related Companies and
their respective businesses and proprietary business interests and property from
irreparable harm. Employee acknowledges that failure to comply with the terms
of the Restrictive Covenant will cause irreparable damage to the Corporation and
Related Companies. Therefore, Employee agrees that in addition to the
forfeiture of the Restricted Shares and any other remedies at law or in equity
available to the Corporation or Related Companies for Employee's breach of the
Employee Agreement, the Corporation and Related Companies will be entitled to
specific performance and injunctive relief, without bond, against Employee to
prevent such damage or breach, and the existence of any claim or cause of action
Employee may have against the Corporation will not constitute a defense thereto.
8. Employment Rights. Nothing contained in this Agreement shall confer
upon Employee any right with respect to continuance of employment by the
Corporation or any Related Company, nor interfere in any way with the right of
the Corporation or any Related Company to terminate the Employee's employment at
any time for any reason.
9. Custody of Restricted Shares, Tax Withholding: Voting and Dividends.
(a) Certificates Representing Restricted Shares. The Restricted
Shares will be registered in the name of the Employee and the certificates
evidencing such shares shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to the Restricted Shares.
All certificates representing Restricted Shares shall be retained by the
Corporation, together with a stock power executed by the Employee in proper
form for transfer into the Corporation's name of all certificates
representing Restricted Shares which are forfeited to the Corporation in
accordance with Paragraph 5 or 6.
(b) Delivery to Employee; Tax Withholding. Certificates representing
Restricted Shares with respect to which all Restrictions have lapsed shall
be delivered by the Corporation to the Employee (or in the event of
Employee's death, to the Employee's designated beneficiary or, of no
beneficiary has been designated, to the Employee's estate) promptly after
the expiration of the Restricted Period. Notwithstanding the foregoing,
such delivery need not be made until the Employee or other recipient has
paid to the Corporation cash in the amount necessary to satisfy any income
and other tax withholding applicable to the Restricted Shares. In lieu of
making such payment, the Employee or other recipient may direct the
Corporation to
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withhold from the distribution Restricted Shares having a fair market value
equal to the amount of such required tax withholding.
(c) Voting Rights. Employee will have all rights of a stockholder
with respect to voting of the Restricted Shares.
(d) Dividends and Other Distributions. All dividends paid with
respect to the Restricted Shares, shall automatically be, or shall be
deemed to be, reinvested in additional Common Stock which, shall be deemed
to be part of the Restricted Shares to which such dividends, shares and
other property relate and, as such, shall be held subject to the
Restrictions hereunder.
10. Source of Common Stock. All Restricted Shares granted under this
Agreement will be issued from treasury shares held by the Corporation. The
Corporation agrees to maintain a sufficient number of treasury shares to fulfill
its obligations hereunder.
11. Entire Understanding. This Agreement constitutes the entire
understanding between the parties relating to the matters described herein and
supersedes and cancels all prior written and oral understandings and agreements
with respect to such matters, except for the Employee Agreement to which
Employee continues to be bound and the Employment Agreement dated as of even
date herewith between the Company and the Employee.
12. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Employee's executors, administrators, legal representatives, heirs
and legatees and the successors and assigns of the Corporation.
13. Partial Invalidity. The various provisions of this Agreement are
intended to be severable and to constitute independent and distinct binding
obligations. Should any provision of this Agreement be determined to be void
and unenforceable, in whole or in part, it shall not be deemed to affect or
impair the validity of any other provision or part thereof, and such provision
or part thereof shall be deemed modified to the extent required to permit
enforcement. Without limiting the generality of the foregoing, if the scope of
any provision contained in this Agreement is too broad to permit enforcement to
its full extent, but may be made enforceable by limitations thereon, such
provision shall be enforced to the maximum extent permitted by law, and Employee
hereby agrees that such scope may be judicially modified accordingly.
14. Waiver. The waiver of any party hereto of a breach of any provision
of this Agreement by any other party shall not operate or be construed as a
waiver of any subsequent breach.
15. Governing Law. This Agreement shall be governed by, and interpreted,
construed and enforced in accordance with, the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Corporation has caused this Restricted Stock
Agreement to be signed and the Employee has executed the same the day and year
first above written.
WMX TECHNOLOGIES, INC.
By: /s/ Peer Xxxxxxxx
--------------------------------
Peer Xxxxxxxx,
Chairman of the Compensation and
Stock Option Committee
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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EXHIBIT A
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WMX TECHNOLOGIES, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of this 15th day of
August, 1996, between WMX TECHNOLOGIES, INC., a Delaware corporation
(hereinafter referred to as the "Company"), and XXXXXXX X. XXXX (hereinafter
referred to as the "Executive"):
W I T N E S S E T H:
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WHEREAS, the Executive has previously served and is serving as Senior Vice
President, General Counsel and Secretary of the Company; and
WHEREAS, the Executive has developed extensive experience with respect to
the management and operations of the Company which it considers extremely
valuable to the continued prosperity of the Company; and
WHEREAS, the Company wishes to adequately compensate the Executive and to
ensure that the Company will continue to have the Executive available to perform
for the Company duties as Senior Vice President, General Counsel and Secretary
of the Company; and
WHEREAS, the Company and the Executive desire to set forth in this
Agreement the terms, conditions and obligations of the parties with respect to
such employment and this Agreement is intended by the parties to supersede all
previous agreements and understandings, whether written or oral, concerning such
employment, except for the Executive's Agreement, a copy of which is attached
hereto as Exhibit B (the "Employee Agreement").
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive
effective as of the date of this Agreement and the Executive hereby accepts
employment as Senior Vice President, General Counsel and Secretary of the
Company upon the terms and conditions hereinafter set forth. The Executive
shall perform such duties and responsibilities for the Company which are
commensurate with his offices as may be assigned him by the Company's Board of
Directors and shall serve as a member of the Company's Executive Committee. As
Senior Vice President and General Counsel, the Executive shall report to the
Chief Executive Officer of the Company. As Secretary, the Executive shall
report to the Chairman of the Board. Incident to the performance of such
duties, the Executive shall be provided by the Company with office space,
facilities and secretarial assistance commensurate with that currently being
provided to the Executive.
2. TERM. Subject only to the provisions hereof relating to "termination
for cause" hereinafter set forth in Subsection 6(b), or the Executive's
voluntary termination under Subsection 6(e) hereof, the term of the Executive's
employment hereunder (herein the "Term")
shall be for a period beginning on the date hereof and ending on August 14,
1999. Subject to the provisions of Subsection 6 hereof, on August 15, 1997, and
on each successive August 15, the Term of this Agreement shall be extended for a
term of three (3) years from such August 15.
3. COMPENSATION.
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(a) The Company agrees to pay the Executive during the Term a minimum
annual salary of Four Hundred Fifty Thousand Dollars ($450,000.00). The salary
shall be payable at intervals not less often than semi-monthly. All adjustments
to the Executive's salary and all aspects of the Executive's incentive or
performance compensation shall be established by the Company's Board of
Directors or a duly authorized committee thereof (the "Compensation Committee").
The Executive shall also receive such benefits and perquisites (the "Benefits")
which have been made available to executives of the Company including, without
limitation, incentive compensation, loans, awards, insurance, stock options,
stock purchase plans, benefits from qualified plans or non-qualified plans or
other benefit plans (including group life insurance and severance pay plans or
arrangements) now or hereafter existing which are adopted by the Company for the
benefit of its employees generally and for the benefit of the Company's
principal executive officers, all such Benefits to be provided in such amounts
as may be determined from time to time by the Board or the Compensation
Committee.
(b) Restricted Stock. Concurrently with execution of this Agreement,
the Company shall grant to the Executive 35,000 shares of its $1.00 par value
common stock pursuant to the terms and conditions of a Restricted Stock
Agreement between the Company and Executive in the form attached hereto as
Exhibit A.
4. EXTENT OF SERVICE. Except as provided in Subsection 6(c) hereof,
during the Term the Executive shall devote such time, attention, and energy to
the business of the Company as the Chief Executive Officer or the Company's
Board of Directors shall reasonably require and the Executive shall not be
engaged in any other business activity pursued for gain, profit, or other
pecuniary advantage which activity interferes with the Executive's duties and
responsibilities provided for herein.
5. CONFIDENTIAL INFORMATION. The Executive acknowledges that in his
employment he is or will be making use of, acquiring or adding to the Company's
confidential information which includes, but is not limited to, memoranda and
other materials or records of a proprietary nature; records and policy matters
relating to finance, personnel, management, and operations. Therefore, in order
to protect the Company's confidential information and to protect other employees
who depend on the Company for regular employment, the Executive agrees that he
will not, in any way utilize any of said confidential information except in
connection with his employment by the Company, and except in connection with the
business of the Company he will not copy, reproduce, or take with him the
original or any copies of said confidential information and will not disclose
any of said confidential information to anyone.
6. TERMINATION.
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(a) Death or Disability. If the Executive should become physically
or mentally disabled and unable to perform duties hereunder for a continuous
period in excess of ninety (90) days (in the reasonable opinion of the Board of
Directors of the Company), which event shall
result in the termination of the Executive's employment with the Company, or if
the Executive should die while an employee of the Company, the Company shall, as
of the date of death or disability, continue to pay the Executive's then current
base salary for thirty-six months beginning with the month immediately following
the date of the Executive's death or disability. Such amount shall be payable at
intervals not less frequently than monthly. The foregoing payments shall be made
to the Executive, or in the event of the Executive's death, to such beneficiary
as the Executive may designate in writing to the Company for that purpose, or if
the Executive has not so designated, then to the personal representative of the
estate of the Executive. In the event of the disability of the Executive during
the Term and prior to earning at least 30 years of credited service for the
purposes of the Company's Supplemental Executive Retirement Plan ("SERP"), the
Company shall make such additional payments to the Executive as may be necessary
to ensure that at the earliest payment date under the SERP, the Executive will
receive a benefit based upon the lesser of (i) the Executive's actual credited
service under the SERP plus five additional years of credited service; or (ii)
30 years of credited service under the SERP. In the event of the death of the
Executive while an employee of the Company and prior to earning at least 30
years of credited service for the purposes of the SERP, his surviving spouse, if
any, will receive a surviving spouse benefit based upon credited service equal
to the lesser of Subsections 6(a)(i) or (ii) above. Nothing herein shall be
deemed to reduce the actual credited service of the Executive or modify the
calculation of the Executive's SERP benefit or the calculation of the surviving
spouse's benefit under the SERP if the Executive has earned 30 or more years of
service for the purposes of the SERP at the time of his disability or death. In
addition, this Subsection (a) is not to be deemed a limitation of the
Executive's benefits under any death or disability plan currently in effect.
(b) Termination for Cause. Except with respect to the provisions of
Subsection 6(a), it is the intention of the parties hereto that the only other
events which shall create in the Company any right to terminate the Executive's
employment under this Agreement prior to the expiration of the Term shall be:
(i) the commission of fraud, embezzlement or theft by the Executive in
connection with the Executive's duties; (ii) the intentional wrongful damage to
property of the Company and/or its subsidiaries by the Executive; (iii) the
intentional wrongful disclosure by the Executive of any secret process or
confidential information of the Company and/or its subsidiaries; or (iv) the
violation of the Executive's covenant not to compete contained in the Employee
Agreement. In the event of Termination for Cause, all of the obligations of the
Company shall terminate forthwith.
(c) Termination by Company. If the Company desires to terminate this
Agreement for any reason other than those specified in Subsections 6(b), or in
the event that there occurs without the written consent of the Executive:
(i) a change in the Executive's duties or responsibilities, or a
change in Executive's reporting relationships, either of
which results in or reflects a diminution of the scope or
importance of Executive's duties and responsibilities;
(ii) a reduction in Executive's then current base annual salary
(other than as part of across-the-board reductions in base
annual salary affecting the Corporation's executive
officers generally);
(iii) a reduction in the level of benefits available or awarded
under employee and executive officer benefit plans and
programs, including, but not limited to annual and long-
term incentive and stock-based plans and programs (other
than as part of across-the-board reductions in such benefit
plans or programs affecting the Corporation's executive
officers generally); or
(iv) a relocation of Executive's primary employment location to
a location which is more than 50 miles from his current
location
then either party may deliver written notice of such termination to the other
party, in which case the Term shall be automatically extended and expire three
(3) years from the date of such written notice.
During the remainder of the Term, the Executive shall continue as an
employee but without regularly assigned duties. The Executive shall make himself
available for consultation and special projects at times mutually convenient to
the Company and the Executive. The Executive will not be required during the
remainder of the Term to work more than twenty (20) hours a month or more than
ten (10) months a year and would not be required without his consent to pursue
such duties as would require overnight travel for more than one day at a time.
During the remainder of the Term, the Executive may engage in other business
opportunities except as are prohibited by Executive's covenant not to compete
contained in the Employee Agreement.
During the remainder of the Term, the Executive (or in the event of his
death, the Executive's beneficiary) shall be entitled to receive his then
current base salary payable at intervals not less frequently than monthly and
his prorated annual bonus and long term bonus payable at such times as such
bonuses are payable to other executives of the Company. The prorated bonus
amount shall be determined by dividing the number of whole or partial months the
Executive is employed during the bonus performance period by the total number of
months in the bonus performance period. In addition, the Executive's outstanding
stock options shall be accelerated and shall be 100% vested and the Executive
shall be treated as having retired on the last day of the Term for the purposes
of the Company's stock option plans applicable to such stock options. Such
amounts shall be in lieu of all salary, bonuses or incentive or performance
based compensation for the remainder of the Term. However, the Executive and his
family shall continue to participate in all employee welfare benefit plans
generally available to employees and executives of the Company in accordance
with the terms of such welfare benefit plans, and all service earned by such
Executive during the remainder of the Term shall be credited for participation,
vesting and benefit accrual under all employee pension benefit plans maintained
by the Company to which the Executive is entitled to participate in accordance
with their terms, including without limitation the Company's SERP.
(d) Change of Control.
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(i) For the purposes of this Subsection 6(d), "Change of
Control" shall mean the occurrence at any time during the
Term of any of the following events:
(A) The Company is merged or consolidated or reorganized into or
with another corporation or other legal person and as a
result of such merger, consolidation or reorganization less
than 75% of the outstanding voting securities or other
capital interests of the surviving, resulting or acquiring
corporation or other legal person are owned in the aggregate
by the stockholders of the Company immediately prior to such
merger, consolidation or reorganization;
(B) The Company sells all or substantially all of its business
and/or assets to any other corporation or other legal
person, less than 75% of the outstanding voting securities
or other capital interests of which are owned in the
aggregate by the stockholders of the Company, directly or
indirectly, immediately prior to or after such sale;
(C) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report) each as
promulgated pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") disclosing that any person (as the term
"person" is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the beneficial owner (as the
term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange
Act) of 25% or more of the issued and outstanding shares of
voting securities of the Company; or
(D) During any period of two consecutive years, individuals who
at the beginning of any such period constitute the Directors
of the Company cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for
election by the Company's stockholders, of each new Director
of the Company was approved by at least two-thirds of such
Directors of the Company then still in office who were
Directors of the Company at the beginning of any such
period.
(ii) In the event of a Change of Control, the Executive may elect at
any time during the Term to terminate this Agreement and receive,
in lieu of base compensation a lump sum payment equal to three
(3) times the average of the Executive's annual compensation
(including annual and long term bonuses) from the Company for the
five (5) calendar years ending prior to the date of the
Change of Control. Such amount shall be paid to the
Executive within thirty (30) days after the date the
Executive notifies the Company in writing of his election to
terminate this Agreement pursuant to this Subsection 6(c).
In the event that the Executive does not elect to terminate
this Agreement and elect the lump sum payment provided
herein, the provisions of Subsection 6(c) shall remain in
effect.
(iii) If tax is imposed pursuant to Section 4999 of the
Internal Revenue Code, or successor provision of like import
(the "Excise Tax") on the payment due under Subsection 6(c)
hereof or this Subsection 6(d) (the "Payment"), the
Executive shall be paid an additional amount ("Gross Up") no
later than 30 days prior to the date such Excise Tax is due
such that the net amount retained by the Executive after
deduction of the Excise Tax on the Payment and any federal
or state income taxes on the Payments shall be equal to the
Payments. For the purpose of determining the Gross Up, the
Executive shall be deemed to pay federal and state income
taxes at the highest marginal rate of taxation in the
calendar year in which the Payment or Gross Up is to be
made. The opinion of whether such Excise Tax is payable and
the amount thereof shall be based upon a "substantial
authority opinion" of tax counsel selected by the Company
and reasonably acceptable to the Executive. If such opinion
is not finally accepted by the IRS upon audit, then
appropriate adjustments shall be computed (with Gross Up) by
tax counsel based upon the final amount of Excise Tax so
determined. The amount shall be paid by the appropriate
party in one lump cash sum within 30 days of such
computation.
(iv) Upon electing to terminate this Agreement pursuant to
this Subsection 6(d), the Executive shall resign as an
officer, director and employee of the Company and shall not
be entitled to participate in any of the Benefits described
in Subsection 3(a) which terminates upon termination of
service with the Company. The Executive will be entitled to
all Benefits which by their terms, provide benefits upon or
after termination of employment, including but not limited
to, qualified and non-qualified pension benefit plans,
deferred compensation plans, severance pay plans and
retirement welfare benefit plans.
(e) Voluntary Termination. If during the Term the Executive should
voluntarily terminate his employment with the Company for reasons other than
described in Subsection 6(c) hereof, the obligations of the Company under this
Agreement shall terminate forthwith, other than to (i) pay base salary to the
date of termination, (ii) pay all bonuses or incentive compensation earned to
the date of termination and (iii) pay or make available to the Executive all
Benefits which by their terms or under applicable law survive the voluntary
termination of the Executive; and the Executive shall remain bound by his
covenant not to
disclose confidential information and his covenant not to compete under the
Employee Agreement.
7. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
deposited in the U.S. mail in a registered, postage prepaid envelope addressed:
If to the Executive, at his address set forth below, and if to the Company, c/o
Xxxxxxx X. Xxxxxx, President and Chief Executive Officer, WMX Technologies,
Inc., 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxx 00000.
8. ASSIGNMENT. The Executive may not assign his obligations hereunder.
The rights of the Executive and the rights and obligations of the Company
hereunder shall inure to the benefit of and shall be binding upon their
respective heirs, personal representatives, successors and assigns.
9. MISCELLANEOUS.
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(a) This Agreement shall be subject to and governed by the laws of the
State of Illinois.
(b) Failure to insist upon strict compliance with any provisions hereof
shall not be deemed a waiver of such provisions or any other provision hereof.
(c) This Agreement may not be modified except by an agreement in writing
executed by the parties hereto.
(d) The invalidity or unenforceability of any provision hereof shall not
affect the validity or enforceability of any other provision.
(e) This Agreement shall supersede prior employment agreements or
understandings, written or oral, with Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
WMX TECHNOLOGIES, INC.
By
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President and Chief Executive Officer
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Xxxxxxx X. Xxxx
Address:
[logo]
EXHIBIT B
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AGREEMENT
I, Xxxxxxx X. Xxxx, residing at 0000 X. Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx
00000 in consideration of my employment by Waste Management, Inc., or
, a company of Waste Management, Inc. (WASTE MANAGEMENT) and the compensation
paid or to be paid to me, agree as follows:
1. The term WASTE MANAGEMENT as used in this agreement includes Waste
Management, Inc. and all of its divisions, subsidiaries or affiliates, as well
as the above-named employer. The provisions of this agreement shall be binding
upon me whether I am employed by the above-named employer or any other we above-
named employer or any other WASTE MANAGEMENT company, or any successor thereto.
2. I will disclose and assign to WASTE MANAGEMENT any and all material of
a proprietary nature, particularly including, but not limited to, material
subject to protection as trade secrets or as patentable or copyrightable ideas,
which I may conceive, invent, or discover, either solely or jointly with another
or others during my employment, and which relates to or is capable of use in
connection with the business of WASTE MANAGEMENT or any services or products
offered, manufactured, used, sold or being developed by WASTE MANAGEMENT at the
time said material is developed.
3. I will, upon request of WASTE MANAGEMENT, either during or at any time
after the termination of my employment by WASTE MANAGEMENT, execute and deliver
all papers, including applications for patents, and do such other legal acts
(entirely at WASTE MANAGEMENT's expense) as may be necessary to obtain and
maintain proprietary rights in any and all countries and to vest title thereto
in WASTE MANAGEMENT.
4. I acknowledge that in my employment I am or will be making use of,
acquiring or adding to WASTE MANAGEMENT's Confidential Information which
includes, but is not limited to models, drawings, memoranda, and other materials
or records of a proprietary nature; engineering or technical data; records and
policy matters relating to research, finance, accounting, sales, personnel,
management, and operations; matters particularly relating to operations such as
customer lists, price lists, customer service requirements, costs of providing
service and equipment, and equipment maintenance costs. Therefore, in order to
protect WASTE MANAGEMENT's Confidential information and to protect other
employees who depend on WASTE MANAGEMENT for regular employment, I agree as
follows:
(a) I will not during or after the term of my employment in any way utilize
any of said Confidential Information, except in connection with my employment
by WASTE MANAGEMENT, and I will not copy, reproduce, or take with me the
original or any copies of said Confidential Information and I will not
disclose any of said Confidential Information to anyone.
(b) During the term of my employment, or within one year thereafter, I will
not directly or indirectly engage in, or become interested in (as an
individual, partner, stockholder, director, officer, principal, agent,
employee, trustee, lender of money or in any other relation or capacity
whatsoever, except that I may acquire and hold shares of Waste Management,
Inc. and not to exceed 2% of the outstanding shares of stock of any other
corporation if such shares of stock are publicly traded in the over-the-
counter market or listed on a national securities exchange) any business
which renders services that compete with services provided by the company of
WASTE MANAGEMENT by which I was employed to any customer or account which was
serviced by WASTE MANAGEMENT during the period that I was employed by WASTE
MANAGEMENT and which customer or account is located in any area in which
duties were assigned to me during the last two years of my employment.
5. In the event of a breach of this agreement, I acknowledge that the
remedy at law would be inadequate and that WASTE MANAGEMENT shall be entitled to
an injunction restraining such breach, in addition to any other remedy provided
by law.
6. This agreement may be modified or waived only by a written instrument
signed by an authorized representative of WASTE MANAGEMENT.
7. The provisions of this agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity
and enforceability of the other provisions hereof. If any provision of this
agreement is unenforceable for any reason whatever, such provision shall be
appropriately limited and given effect to the extent that it may be enforceable.
I HAVE READ THIS ENTIRE AGREEMENT AND FULLY UNDERSTAND THE LIMITATIONS
WHICH IT IMPOSES UPON ME.
Signed at Oak Brook, Illinois, this 1 day of April, 1983.
GENERAL COUNSEL /s/ Xxxxxxx X. Xxxx
Present Employee Job Title Signature of Employee
Accepted this 1 day of April, 1983
WASTE MANAGEMENT
By: /s/ Xxxx Xxxxxxx
Title: Manager - Human Resources
