Exhibit 10.11
PERFORMANCE SHARE UNIT AWARD AGREEMENT
This Performance Share Unit Award Agreement ("Agreement") is entered into
effective as of ________________ the "Grant Date"), by and between Waste
Management, Inc., a Delaware corporation (together with its Subsidiaries and
Affiliates, the "Company"), and_____________________ (the "Employee"), pursuant
to the Waste Management, Inc. 2004 Stock Incentive Plan (the "Plan"). Employee
and the Company agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.
1. Grant. In accordance with the terms of the Plan, the Company hereby
grants to the Employee a Performance Share Unit Award (the "Award") subject to
the terms and conditions set forth herein. Performance Share Units are
notational units of measurement denominated in shares of common stock of Waste
Management, Inc., $.01 par value, ("Common Stock"), subject to the conditions
and restrictions on transferability set forth below and in the Plan.
2. Performance Vesting Requirement.
(a) The "Performance Period" for this Award shall be the 36-month
period commencing on _______________ and ending on _________________. The
Award shall be subject to performance vesting requirements based upon the
achievement of the Performance Target specified below, subject to
certification of the degree of achievement of such Performance Target by
the Committee pursuant to Section 7 of the Plan.
(b) The measurement tool for determining level of achievement shall
be the average Return on Invested Capital ("ROIC") for the 36-month period
beginning _______________ and ending _________________. ROIC is defined to
mean (i) the Company's average "as reported" Net Operating Profit After
Taxes ("NOPAT") for the Performance Period, divided by (ii) the Company's
average Invested Capital for the Performance Period. For purposes of this
Agreement, the average ROIC for the Performance Period will be calculated
using the following equation:
(2005 NOPAT + 2006 NOPAT + 2007 NOPAT)
(2005 Invested Capital + 2006 Invested Capital + 2007 Invested Capital)
3. Determining Number of Performance Share Units Earned.
(a) The "Target Award" for Employee under this Agreement
is________________ Performance Share Units. The actual number of
Performance Share Units earned by Employee will be determined as described
below, based upon the actual achievement of ROIC for the Performance
Period. The "Threshold ROIC" is the minimum ROIC that must be achieved to
qualify for any Award; "Target ROIC" is the expected achievement in ROIC;
and "Maximum ROIC" is the maximum ROIC that could be achieved that would
result in an increase in the number of Performance Share Units
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earned under this Award. These targets will be announced to Employee by
March 15, 2005, following calculation of year-end financial reporting for
2004. Subject to adjustment pursuant to Subsection 3(b), 3(c) and 3(d),
each such percentage correlates to a number of Performance Share Units
that may be earned under this Award, as follows:
Average ROIC Achieved During
Performance Period Resulting Performance Share Units Earned
---------------------------- ----------------------------------------
Threshold ROIC 50% of Target Award
Target ROIC 100% of Target Award
Maximum ROIC 200% of Target Award
(b) In the event that the Company's actual performance does not meet
the Threshold ROIC, no Performance Shares Units shall be earned under this
Award.
(c) If the Company's actual ROIC for the Performance Period is
between Threshold ROIC and Target ROIC, the number of Performance Share
Units earned shall equal to the sum of (i) the Performance Shares Units
for achievement of Threshold ROIC plus (ii) the number of Performance
Shares determined under the following formula:
(TAS - TS) X (AP - TP)
---------
TAP - TP
TAS = Performance Share Units earned for achievement of the Target ROIC.
TS = Performance Share Units earned for achievement of the Threshold ROIC.
AP = Company's actual ROIC.
TP = Threshold ROIC.
TAP = Target ROIC.
(d) If the Company's actual ROIC for the Performance Period is
between Target ROIC and Maximum ROIC, the number of Performance Share
Units earned shall equal to the sum of (i) the Performance Share Units
earned for achievement of Target ROIC plus (ii) the number of Performance
Share Units determined under the following formula:
(MS - TAS) X (AP - TAP)
---------
MP - TAP
MS = Performance Share Units earned for achievement of the Maximum ROIC.
TAS = Performance Share Units earned for achievement of the Target ROIC.
AP = Company's actual ROIC.
TAP = Target ROIC.
MP = Maximum ROIC.
4. Timing and Form of Payout. Except as hereinafter provided, after the
end of the Performance Period, the Employee shall be entitled to receive his
total number of Performance
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Shares Units determined under Section 3. Unless timely deferred by Employee in
accordance with Section 9, upon vesting, each Performance Share Unit will be
settled by payment of one share of Common Stock, free of any restrictions.
Payment of such shares of Common Stock shall be made as soon as administratively
feasible after the Committee certifies the actual performance of the Company
during the Performance Period.
5. Termination of Employment Due to Death, Retirement or Disability. Upon
Termination of Employment from the Company by reason of Employee's death,
retirement or disability (as determined by the Committee), the Employee (or in
the case of Employee's death, the Employee's beneficiary) shall be entitled to
receive the Performance Share Units the Employee would have been entitled to
under Section 3 if he had remained employed until the last day of the
Performance Period. Unless directed otherwise pursuant to Employee's deferral
election, the delivery of shares of Common Stock in satisfaction of such
Performance Share Units shall be made as soon as administratively feasible after
the end of the Performance Period.
6. Involuntary Termination of Employment Without Cause by the Company.
Upon involuntary Termination of Employment from the Company without Cause by the
Company, the Employee shall be entitled to receive the Performance Share Units
the Employee would have been entitled to under Section 3 if he had remained
employed until the last day of the Performance Period, prorated for the number
of days he was employed during the Performance Period. Unless directed otherwise
pursuant to Employee's deferral election, the delivery of shares of Common Stock
in satisfaction of such Performance Share Units shall be made as soon as
administratively feasible after the end of the Performance Period.
7. Termination of Employment for Any Other Reason. Except as provided in
Sections 5 and 6, the Employee must be an employee of the Company continuously
from the date of this Award until the last day of the Performance Period to be
entitled to receive any shares of Common Stock with respect to any Performance
Share Units he may have earned hereunder.
8. 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
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(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,
2007, 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, 2007, 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
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Window Period, Employee will be paid by the successor entity the
amount determined pursuant to this Section 8(b)(ii).
9. Forfeiture of Award. Upon Termination of Employment from the Company
for any reason other death, retirement, disability, involuntary termination by
the Company without Cause, or Change in Control, Employee shall immediately
forfeit the unvested portion of the Award, without the payment of any
consideration or further consideration by the Company. Upon forfeiture, neither
Employee nor any successors, heirs, assigns, or legal representatives of
Employee shall thereafter have any further rights or interest in the unvested
portion of the Award.
10. Elective Deferrals.
(a) The Committee may establish procedures pursuant to which
Employee may elect to defer, until a time or times later than the vesting
of a Performance Share Unit, receipt of all or a portion of the shares of
Common Stock deliverable in respect of a Performance Share Unit, all on
such terms and conditions as the Committee (or its designee) shall
determine in its sole discretion. If any such deferrals are permitted for
Employee, then notwithstanding any provision of this Agreement or the Plan
to the contrary, an Employee who elects such deferral shall not have any
rights as a stockholder with respect to any such deferred shares of Common
Stock unless and until the date the deferral expires and certificates
representing such shares are required to be delivered to Employee.
(b) Notwithstanding any provision to the contrary in this Agreement,
if deferral of Performance Share Units is permitted, each provision of
this Agreement shall be interpreted to permit the deferral of compensation
only as allowed in compliance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code")
and any provision that would conflict with such requirements shall not be
valid or enforceable. Employee and the Company further hereby agree to
execute such further instruments and take such further action as
reasonably may be necessary to comply with Section 409A of the Internal
Revenue Code.
11. Restrictions on Transfer.
(a) Absent prior written consent of the Committee, the Award granted
hereunder to Employee may not be sold, assigned, transferred, pledged or
otherwise encumbered, whether voluntarily or involuntarily, by operation
of law or otherwise; provided, however, that the transfer of any shares of
Common Stock with respect to the Performance Share Units earned hereunder
shall not be restricted by virtue of this Agreement.
(b) Consistent with the foregoing, except as contemplated by Section
12, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, by
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operation of law or otherwise, and any attempt to transfer, anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be void.
No right or benefit hereunder shall in any manner be liable for or subject
to any debts, contracts, liabilities or torts of the person entitled to
such benefits. If Employee or his Beneficiary hereunder shall attempt to
transfer, anticipate, alienate, assign, sell, pledge, encumber or charge
any right or benefit hereunder, other than as contemplated by Section 12,
or if any creditor shall attempt to subject the same to a writ of
garnishment, attachment, execution sequestration, or any other form of
process or involuntary lien or seizure, then such attempt shall have no
effect and shall be void.
12. Assignment and Transfers. Prior to the end of the Performance Period
and the delivery of the Common Stock with respect to any Performance Share Units
earned, the Award is not transferable (either voluntarily or involuntarily),
other than pursuant to a domestic relations order. Employee may designate a
beneficiary or beneficiaries (the "Beneficiary") to whom the Performance Share
Units will pass upon Employee's death and may change such designation from time
to time by filing a written designation of beneficiary on the form attached
hereto as Exhibit A, or such other form as may be prescribed by the Committee,
provided that no such designation shall be effective until filed with the
Company. Following Employee's death, the Performance Share Units will pass to
the designated Beneficiary and such person will be deemed Employee for purposes
of any applicable provisions of this Agreement. If no such designation is made
or if the designated Beneficiary does not survive Employee's death, the
Performance Share Units shall pass by will or, if none, then by the laws of
descent and distribution.
13. Withholding Tax. To the extent that the receipt of this Award,
vesting, or the delivery of the Common Stock with respect to any Performance
Share Units earned results in income to Employee for federal or state tax
purposes, Employee shall deliver to the Company at the time of such receipt,
such amount of money or shares of Common Stock earned or owned by Employee, at
Employee's election, as the Company may require to meet its obligation under
applicable tax laws or regulations, and, if Employee fails to do so, the Company
is authorized to withhold from any cash or other form of remuneration then or
thereafter payable to Employee any tax required to be withheld by reasons of
such resulting compensation income.
14. Changes in Capital Structure. If the outstanding shares of Common
Stock or other securities of Waste Management, Inc., or both, shall at any time
be changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, or recapitalization, the number of Performance Share
Units shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares.
15. Compliance with Securities Laws. The Company will not be required to
deliver any shares of Common Stock pursuant to this Agreement, if, in the
opinion of counsel for the Company, such issuance would violate the Securities
Act of 1933 or any other applicable federal or state securities laws or
regulations. Prior to the issuance of any shares pursuant to this Agreement, the
Company may require that Employee (or Employee's legal representative upon
Employee's death or disability) enter into such written representations,
warranties and
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agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Agreement.
16. Employee to Have no Rights as a Stockholder. The Employee shall have
no rights as a stockholder with respect to any shares of Common Stock subject to
this Award prior to the date on which he or she is recorded as the holder of
such shares of Common Stock on the records of the Company. However, for
Performance Share Units that are vested and deferred pursuant to Section 9, the
Company will pay Dividend Equivalents during the deferral periodin the form, as
elected by Employee at the time of the deferral, of either (a) immediate cash
payments, or (ii) additional Performance Share Units credited to Employee's
deferral account.
17. Successors and Assigns.
(a) This Agreement shall bind and inure to the benefit of and be
enforceable by Employee, the Company and their respective permitted
successors or assigns (including personal representatives, heirs and
legatees), except that Employee may not assign any rights or obligations
under this Agreement except to the extent, and in the manner, expressly
permitted herein.
(b) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no
such succession had taken place.
18. Limitation of Rights. Nothing in this Agreement or the Plan may be
construed to:
(a) give Employee any right to be awarded any further Performance
Share Units (or other form of stock incentive awards) other than in the
sole discretion of the Committee;
(b) give Employee or any other person any interest in any fund or in
any specified asset or assets of the Company (other than the Award and
applicable Common Stock following the vesting of such Award); or
(c) confer upon Employee the right to continue in the employment or
service of the Company.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Texas, without reference to
principles of conflict of laws.
20. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
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21. No Waiver. The failure of Employee or the Company to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right Employee or the Company may have under this Agreement shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.
22. Definitions. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings set forth in the Plan. Certain
other terms used herein have definitions given to them in the first place in
which they are used. In addition, the following terms shall have the meanings
set forth in this Section 22.
(a) "Board" means the Board of Directors of Waste Management, Inc.
(b) "Cause" means any of the following: (i) willful or deliberate
and continual refusal to materially perform Employee's employment duties
reasonably requested by the Company after receipt of written notice to
Employee of such failure to perform, specifying such failure (other than
as a result of Employee's sickness, illness, injury, death or disability)
and Employee fails to cure such nonperformance within ten (10) days of
receipt of said written notice; (ii) breach of any statutory or common law
duty of loyalty to the Company; (iii) Employee has been convicted of, or
pleaded nolo contendre to, any felony; (iv) Employee willfully or
intentionally caused material injury to the Company, its property, or its
assets; (v) Employee disclosed to unauthorized person(s) proprietary or
confidential information of the Company that causes a material injury to
the Company; (vi) any material violation or a repeated and willful
violation of the Company's policies or procedures, including but not
limited to, the Company's Code of Business Conduct and Ethics (or any
successor policy) then in effect.
(c) "Change in Control" means the first to occur on or after the
Grant Date of any of the following events:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing twenty-five
percent (25%) or more of the combined voting power of the Company's
then outstanding voting securities;
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the Grant Date, constitute the Board and any new
director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation relating to the
election of directors of the Company) whose appointment or election
by the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least
two-thirds (2/3rds) of the directors then still in office who either
were directors on the Grant Date or whose appointment, election or
nomination for election was previously so approved or recommended
(the "Incumbent Board");
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(iii) there is a consummated merger or consolidation of the
Company with any other corporation, other than (1) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) more than
fifty percent (50%) of the combined voting power of the voting
securities of the Company or such surviving or parent entity
outstanding immediately after such merger or consolidation or (2) a
merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person, directly or
indirectly, acquired twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding securities;
or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (or any transaction having
a similar effect), other than a sale or disposition by the Company
of all or substantially all of the Company's assets to an entity, at
least fifty percent (50%) of the combined voting power of the voting
securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
For purposes of this definition, the following terms shall
have the following meanings:
(A) "Beneficial Owner" shall have the meaning set forth
in Rule 13d-3 under the Exchange Act;
(B) "Exchange Act" means the Securities and Exchange Act
of 1934, as amended from time to time;
(C) "Person" shall have the meaning set forth in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not
include (1) the Company, (2) a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company, (3) an employee benefit plan of the Company, (4) an
underwriter temporarily holding securities pursuant to an
offering of such securities or (5) a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of
shares of Common Stock.
This definition of Change in Control will be modified if and to the
extent necessary to ensure compliance with the requirements of Section
409A of the Internal Revenue Code, and Employee and the Company agree to
execute such further instruments and take such further action as
reasonably may be necessary to comply with Section 409A of the Internal
Revenue Code.
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(d) "Committee" means the Compensation Committee of the Board or
such other committee of the Board as the Board may designate from time to
time.
(e) "Depreciation and Amortization Costs and Expenses" has the
meaning assigned in Item 6 of the Form 10-K filed with the Securities and
Exchange Commission by the Waste Management, Inc. on February 20, 2004.
And, for purposes of this Award, shall be calculated in accordance with
the accounting pronouncements, polices and classifications used therein.
(f) "Dividend Equivalent" means an amount of cash equal to all
dividends and other distributions (or the economic equivalent thereof)
that are payable by the Company on one share of Common Stock to
stockholders of record, which, in the discretion of the Committee, may be
awarded (i) in connection with any Award under the Plan while such Award
is outstanding or otherwise subject to a Restriction Period and on a like
number of shares of Common Stock under such Award or (ii) singly. Dividend
Equivalents will be paid at such time as dividends are paid on the
Company's outstanding shares of Common Stock.
(g) "EBIT" means the sum of Operating Revenue, less Operating Costs
and Expenses, less Selling, General and Administrative Costs and Expenses,
less Depreciation and Amortization Costs and Expenses.
(h) "Goodwill" means the excess of the cost of an acquired company
over the sum of the fair market value of its identifiable individual
assets less the liabilities. For purposes of calculation of this Award,
the value of Goodwill shall be the balance of such as reported by Waste
Management, Inc. as of December 31 for each applicable year.
(i) "Invested Capital" means economic resources that are expected to
help generate future cash inflows or help reduce future cash outflows.
Invested Capital is equivalent to current maturities of long term debt,
plus long term debt, plus shareholders equity, less cash and less
Goodwill. For purposes of calculation of this Award, the value of Invested
Capital shall be the balance of such as reported by Waste Management, Inc.
as of December 31 for each applicable year.
(j) "Net Operating Profit After Taxes" or "NOPAT" means the product
of EBIT multiplied by the sum of 1 minus the Tax Rate.
(k) "Operating Costs and Expenses" has the meaning assigned in Item
6 of the Form 10-K filed with the Securities and Exchange Commission by
the Waste Management, Inc. on February 20, 2004, exclusive of Depreciation
and Amortization. And, for purposes of this Award, Operating Costs and
Expenses shall be calculated in accordance with the accounting
pronouncements, polices and classifications used in that Form 10-K.
(l) "Operating Revenue" has the meaning assigned in Item 6 of the
Form 10-K filed with the Securities and Exchange Commission by the Waste
Management, Inc. on
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February 20, 2004. And, for purposes of this Award, Operating Revenue
shall be calculated in accordance with the accounting pronouncements,
polices and classifications used in that Form 10-K.
(m) "Selling, General and Administrative Costs and Expenses" has the
meaning assigned in Item 6 of the Form 10-K filed with the Securities and
Exchange Commission by the Waste Management, Inc. on February 20, 2004.
And, for purposes of this Award, Selling, General and Administrative Costs
and Expenses shall be calculated in accordance with the accounting
pronouncements, polices and classifications used in that Form 10-K.
(n) "Tax Rate" is equal to 38.8%, and shall assumed to remain
constant for the Performance Period.
(o) "Termination of Employment" means the termination of Employee's
employment with the Company. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among Waste
Management, Inc. and its Subsidiaries and Affiliates will not be
considered a Termination of Employment. Any questions as to whether and
when there has been a Termination of Employment, and the cause of such
termination, shall be determined by the Committee, and its determination
will be final.
(p) "Window Period" means the period commencing on the date
occurring six (6) months immediately prior to the date on which a Change
in Control first occurs and ending the second anniversary of the date on
which a Change in Control occurs.
23. Entire Agreement.
(a) Employee hereby acknowledges that he has received, reviewed and
accepted the terms and conditions applicable to this Agreement. Employee
hereby accepts such terms and conditions, subject to the provisions of the
Plan and administrative interpretations thereof. Employee further agrees
that such terms and conditions will control this Agreement,
notwithstanding any provisions in any employment agreement or in any prior
awards.
(b) Employee hereby acknowledges that he is to consult with and rely
upon only Employee's own tax, legal, and financial advisors regarding the
consequences and risks of this Agreement and the award of Performance
Share Units.
(c) This Agreement may not be amended or modified except by a
written agreement executed by the parties hereto or their respective
successors and legal representatives. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.
24. Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same original.
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IN WITNESS WHEREOF, Waste Management, Inc. has caused this Agreement to be
duly executed by one of its officers thereunto duly authorized, which execution
may be facsimile, engraved or printed, which shall be deemed an original, and
Employee has executed this Agreement, effective as of the day and year first
above written.
WASTE MANAGEMENT, INC.
By:
--------------------------------------
EMPLOYEE
By:
--------------------------------------
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EXHIBIT A TO PERFORMANCE SHARE
UNIT AWARD AGREEMENT
PERFORMANCE SHARE UNIT AWARD AGREEMENT PURSUANT TO THE
WASTE MANAGEMENT, INC. 2004 STOCK INCENTIVE PLAN
DESIGNATION OF BENEFICIARY
I, _____________________________________ ("Employee") hereby declare that
upon my death ___________________ (the "Beneficiary") of _______________________
Xxxxxx Xxxxxxx
___________________________, who is my _______________________, will be entitled
City State Zip Code Relationship to Employee
to the Performance Share Units and all other rights accorded Employee by the
above-referenced Performance Share Unit Award Agreement.
It is understood that this designation of Beneficiary is made pursuant to
the Agreement and is subject to the conditions stated therein, including the
Beneficiary's survival of Employee. If any such condition is not satisfied, such
rights shall devolve according to Employee's last will and testament, or if
none, then the laws of descent and distribution.
It is further understood that all prior designations of beneficiary under
the Agreement are hereby revoked and that this designation of Beneficiary may
only be revoked in writing, signed by Employee, duly notarized, and filed with
the Company.
__________________________________________
Employee
__________________________________________
Date
Signed before me, this _______
day of ______, 20____.
___________________________________
Notary Public, State of ___________
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