0000950134-09-004216 Sample Contracts

PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 2nd, 2009 • Waste Management Inc • Refuse systems • Texas

This Performance Share Unit Award Agreement (“Agreement”) is entered into effective as of March 9, 2009, (the “Grant Date”), by and between Waste Management, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and you, (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. The terms and conditions of this Agreement as offered herein must be accepted by Employee prior to April 10, 2009. Failure to timely accept the terms by such time will result in the immediate and irrevocable cancellation of the Award offered.

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