0001193125-12-294144 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 5th, 2012 • Waste Management Inc • Refuse systems • Texas

This Restricted Stock Unit Award Agreement (“Agreement”) is entered into effective as of , 2012 (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. 2009 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 , 2012. 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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RESIGNATION AGREEMENT
Resignation Agreement • July 5th, 2012 • Waste Management Inc • Refuse systems

This Resignation Agreement (“Resignation Agreement”) is entered into as of July 5, 2012 by and between Waste Management, Inc. (the “Company”) and Steven C. Preston (“Preston”).

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