Waste Management 2012 Annual Report Download - page 60

Potential Consideration upon Termination of Employment:
David P. Steiner
Triggering Event Compensation Component Payout ($)
Death or Disability Severance Benefits
• Accelerated vesting of stock options ....... 41,376
• Payment of performance share units
(contingent on actual performance at end of
performance period) ................... 6,034,264
• Two times base salary as of date of
termination (payable in bi-weekly
installments over a two-year period)(1) .... 2,255,000
• Life insurance benefit paid by insurance
company (in the case of death) ........... 1,128,000
Total ................................. 9,458,640
Termination Without Cause by the Company or Severance Benefits
For Good Reason by the Employee • Two times base salary plus target annual
cash bonus (one-half payable in lump sum;
one-half payable in bi-weekly installments
over a two-year period) ................. 4,848,250
• Continued coverage under health and
welfare benefit plans for two years ........ 22,080
• Prorated payment of performance share
units (contingent on actual performance at
end of performance period) .............. 2,467,507
Total ................................. 7,337,837
Termination Without Cause by the Company or Severance Benefits
For Good Reason by the Employee Six Months
Prior to or Two Years Following a
• Three times base salary plus target annual
cash bonus, paid in lump sum(1) ......... 7,272,375
Change-in-Control (Double Trigger) • Continued coverage under health and
welfare benefit plans for three years ....... 33,120
• Accelerated vesting of stock options ....... 41,376
• Prorated accelerated payment of
performance share units ................ 2,467,507
• Accelerated payment of performance share
units replacement grant ................. 3,566,757
• Prorated maximum annual cash bonus ..... 2,593,224
• Gross-up payment for any excise taxes(1) . . 4,448,607
Total ................................. 20,422,966
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