Exhibit 10.46
WMI WASTE MANAGEMENT, INC.
RESTRICTED STOCK AGREEMENT
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This Restricted Stock Agreement (the "Agreement"), made this ___ of
___________, _______, by and between WASTE MANAGEMENT, INC., a Delaware
corporation (hereinafter called the "Corporation"), and _____________, a
director of the Corporation (hereinafter called the "Director");
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 its
directors in order to provide such directors with an additional stake in the
results of the Corporation, to more closely align their interests with those of
the Corporation's stockholders and to encourage them to continue serving the
Corporation; and
WHEREAS, the Board of Directors has made such an award to the Director and
the Director 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. Pursuant to this Agreement, the Corporation will from time to
time grant to the Director and the Director will accept certain shares (the
"Restricted Shares") of common stock, $1.00 par value, 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 Director may not, directly or indirectly, by operation of law or
otherwise, voluntarily 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 a grant of the Restricted Shares to
the Director (the "Award Date") shall be set forth in an Award Certificate
delivered to the Director at the time of the Grant.
4. Restricted Period. The Restricted Period shall commence on the Award
Date and shall expire on the last day of the calendar month during which the
Director's service as a director of the Corporation terminates or, if earlier,
the first to occur of the following dates:
(a) the Director's death; or
(b) the Director's total disability, which shall mean a physical or
mental condition such that the Director is unable to perform the functions
required by his or her
membership on the Board of Directors as determined by a physician
acceptable to the Corporation.
5. (a) Effect of Termination of Service and Other Events. Subject to
the provisions of Section 5(b) hereof, in the event of the termination of the
Director's membership on the Board of Directors of the Corporation, and all
other corporations, partnerships, joint ventures, affiliates, or other entities
in which the Corporation is the direct or indirect beneficial owner of not less
than 20% of all issued and outstanding equity interests, prior to the Vesting
Date (as defined below), 100% of the Restricted Shares granted in such grant
shall be forfeited. In the event of the termination of the Director's membership
on the Board of Directors of the Corporation after the Vesting Date of such
grant, 100% of the Restricted Shares granted in such grant shall be "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. The Vesting Date shall be the
first to occur of (i) the six month anniversary of the Award Date, or (ii) the
date of the Corporation's annual meeting of stockholders next following the
Award Date.
(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 a Change in Control of the Corporation; or
(ii) the date of any event described in Paragraph 4(a) or (b).
(c) Change in Control. For purposes of this Agreement, "Change in
Control" shall mean:
(i) The Corporation is merged or consolidated or reorganized into
or with another corporation or other legal person (an "Acquiror") 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
Corporation, directly or indirectly, immediately prior to such merger,
consolidation or reorganization, other than by the Acquiror or any
corporation or other legal person controlling, controlled by or under
common control with the Acquiror;
(ii) The Corporation sells all or substantially all of its
business and/or assets to an Acquiror, of which less than 75% of the
outstanding voting securities or other capital interests are owned in
the aggregate by the stockholders of the Corporation, directly or
indirectly, immediately prior to such sale, other than by any
corporation or other legal person controlling, controlled by or under
common control with the Acquiror;
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(iii) 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 Exchange Act, disclosing that any person or group (as
the terms "person" and "group" are used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act and the rules and regulations promulgated
thereunder) 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 20% or more of the issued and
outstanding shares of voting securities of Corporation; or
(iv) During any period of two consecutive years, individuals who
at the beginning of any such period constitute the directors of the
Corporation cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the
Corporation's stockholders, of each new director of the Corporation
was approved by a vote of at least two-thirds of such directors of the
Corporation then still in office who were directors of the Corporation
at the beginning of any such period.
6. Custody of Restricted Shares; Tax Withholding; Voting; Dividends.
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(a) Certificates Representing Restricted Shares. The Restricted
Shares will be registered in the name of the Director and the certificates,
if any, evidencing such shares shall bear an appropriate legend referring
to the terms, conditions and restrictions applicable to the Restricted
Shares. Shares may be issued without certificates, in the Corporation's
discretion, to the extent permitted from time to time by Corporation
procedures. All certificates representing Restricted Shares shall be
retained by the Corporation, together with a stock power executed by the
Director 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.
(b) Delivery to the Director; Tax Withholding. Certificates
representing Restricted Shares with respect to which all Restrictions have
lapsed shall be delivered by the Corporation to the Director (or in the
event of the Director's death, to the Director's designated beneficiary or,
if no beneficiary has been designated, to the Director's estate) promptly
after the expiration of the Restricted Period.
(c) Voting Rights. The Director will have all rights of a stockholder
with respect to voting of the Restricted Shares.
(d) Dividends and Other Distributions. Directors to whom Restricted
Shares have been granted hereunder shall be entitled to all dividends and
other distributions paid with respect thereto during the Restricted Period,
provided that if such dividend or other distribution is in the form of
additional shares of Common Stock, such additional shares shall be deemed
to be part of the Restricted Shares (and, as such, shall be held subject to
the Restrictions hereunder), subject to a vesting period equal to the
remaining vesting period, if any, of the Restricted Shares with respect to
which they were distributed. At the Director's irrevocable election, (i)
cash dividends paid with respect to the Restricted Shares shall be, or
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shall be deemed to be, reinvested in additional Common Stock and (ii) other
distributions in respect of Restricted Shares shall be held by the Company
on behalf of such Director, and shall be deemed to be part of the
Restricted Shares to which such dividends and other distributions relate
and, as such, shall be held subject to the Restrictions hereunder. The
Director may revoke such election only with respect to dividends and other
distributions not yet declared.
7. Source of Common Stock. All Restricted Shares granted under this
Agreement will be issued from treasury shares held by the Corporation.
8. 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.
9. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Director's executors, administrators, legal representatives,
heirs and legatees and the successors and assigns of the Corporation.
10. 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 the
Director hereby agrees that such scope may be judicially modified accordingly.
11. 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.
12. 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 Director has executed the same the day and year
first above written.
WASTE MANAGEMENT, INC.
By:_________________________________
Chairman of the Board
DIRECTOR
____________________________________
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WASTE MANAGEMENT, INC.
RESTRICTED STOCK AWARD CERTIFICATE
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Director:__________________________________ SSN:___________________________
Number of Shares of Restricted Stock:______ Award Date:____________________
Vesting Schedule: 100% vested on the six month anniversary of the Award Date
Restricted Period: From Award Date through last day of the month of Director's
service on the Board
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The Restricted Stock Award represented by this Certificate is made pursuant
to the Restricted Stock Agreement with Waste Management, Inc. dated_____, 199_,
the terms of which are incorporated herein by reference. Except to the extent
expressly provided herein, capitalized terms used in this Certificate shall have
the same meaning ascribed thereto in the Agreement, a copy which has been
delivered to the Director.
The Restricted Stock subject to this Certificate is subject to the
restrictions set forth in Article 2 of the Agreement, which include, but are not
limited to, prohibitions on the sale, transfer, assignment, pledge or
encumbrance of the Restricted Stock during the Restricted Period set forth on
this Certificate. The Restricted Stock shall be forfeited if the Director
terminates service as a director before the vesting date set forth above.
Notwithstanding the foregoing, if the Director's employment is terminated due to
death or Disability, or a Change in Control occurs, the Restricted Stock shall
be fully vested on the date of termination and all restrictions shall lapse.
All dividends and other distributions payable with respect to such
Restricted Stock shall be credited to the Director. However, the Director may
execute a Dividend and Distribution Election Form which shall provide that cash
dividends with respect to the Restricted Stock are to be reinvested in
additional Common Stock and other distributions are to be held by the Company,
in which case such dividends and distributions shall be subject to the same
restrictions and vesting period as the Restricted Stock.
The Director's acceptance of the Restricted Stock will be deemed his or her
acceptance of the terms under which such Restricted Stock is granted. The
certificate representing the Restricted Stock subject to this Certificate has
been registered in the name of the Director and deposited with the Company. Each
certificate bears an appropriate legend referring to the provisions of the
Agreement and this Certificate. The Director shall have executed an Irrevocable
Stock Power and delivered it to the Company.
The Restricted Stock Award represented by this Certificate shall inure to
the benefit of and be binding upon the Director and the Company and their
respective heirs, executors, administrators, successors, and assigns. The
Director shall execute the attached Beneficiary Designation Form with respect to
the Restricted Stock.
IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award
Certificate to be executed as of the day and year set forth above.
WASTE MANAGEMENT, INC.
By:________________________________
Its: Chairman of the Board
IRREVOCABLE STOCK POWER
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FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to
WASTE MANAGEMENT, INC., _____ shares of the common stock, $1 par value, of WASTE
MANAGEMENT, INC. represented by Certificate(s) No. ______, inclusive, standing
in the name of the undersigned on the books of said Company and ____________
shares of such common stock purchased pursuant to said Company's Dividend
Reinvestment Plan in acct. no. ________________ at the transfer agent for such
common stock. The undersigned does hereby irrevocably constitute and appoint
________________ attorney to transfer the said stock on the books of said
Company, with full power of substitution in the premises.
Dated: ______________________
_________________________________
Signature
BENEFICIARY DESIGNATION FORM
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Pursuant to the Restricted Stock Agreement dated ____________________,
199_, the undersigned hereby designates
Name: ____________________________________
Relationship: ____________________________________
SSN: ____________________________________
Address: ____________________________________
____________________________________
as my beneficiary with respect to the payment of my Restricted Stock and any
associated dividend, distribution or other rights.
This designation shall remain in effect until revoked in a subsequent
writing delivered to the Company designating a new beneficiary.
Dated:_________________________
____________________________________
Signature
