Waste Management 2011 Annual Report Download - page 60

Duane C. Woods
Triggering Event Compensation Component Payout ($)
Death or Disability Severance Benefits
• Accelerated vesting of stock options ....... 0
• Payment of performance share units
(contingent on actual performance at end of
performance period) .................... 601,635
• Life insurance benefit paid by insurance
company (in the case of death) ........... 566,000
Total .................................. 1,167,635
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) ................. 1,979,986
• Continued coverage under health and welfare
benefit plans for two years ............... 22,200
• Prorated payment of performance share units
(contingent on actual performance at end of
performance period) .................... 318,694
Total .................................. 2,320,880
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) .......... 2,969,979
Change-in-Control (Double Trigger) • Continued coverage under health and welfare
benefit plans for three years .............. 33,300
• Accelerated vesting of stock options ....... 0
• Prorated accelerated payment of performance
share units ........................... 318,694
• Accelerated payment of performance share
units replacement grant ................. 282,941
• Prorated maximum annual cash bonus, ..... 848,566
• Gross-up payment for any excise taxes(1) . . . 1,353,630
Total .................................. 5,807,110
(1) In the past, such provisions have been included in certain named executives’ employment agreements.
However, the Company’s compensation policy now provides that it will not enter into any future
compensation arrangements that obligate the Company to provide increased payments in the event of death or
to make tax gross up payments, subject to certain exceptions. Additionally, our Executive Officer Severance
Policy generally provides that the Company may not enter into new severance arrangements with its
executive officers that provide for benefits, less the value of vested equity awards and benefits provided to
employees generally, in an amount that exceeds 2.99 times the executive officer’s then current base salary
and target bonus. For additional details, see “Compensation Discussion and Analysis — Other Compensation
Policies and Practices.”
With the exception of 75% of the 2011 stock option awards, 50% of the 2010 stock option awards, and the
reload options, all of the named executives’ stock options have vested in full. In the event of termination for
cause, all options are immediately cancelled. Some of our named executive officers have provisions in their
employment agreements that provide the executive with a longer period of time to exercise their vested stock
options after termination of the executive’s employment than is provided in the original stock option award
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