Waste Management 2011 Annual Report Download - page 74

Appendix A
W ASTE M ANAGEMENT ,I NC .
E MPLOYEE S TOCK P URCHASE P LAN
(As Amended and Restated Effective May 10, 2012)
The Waste Management, Inc. Employee Stock Purchase Plan (the “Plan”) has been established for the
benefit of its eligible employees. The terms of the Plan are set forth below.
1. Definitions.
As used in the Plan the following terms shall have the meanings set forth below:
(a) “Board” means the Board of Directors of the Company.
(b) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
(c) “Committee” means the Administrative Committee of the Waste Management Employee Benefit Plans
appointed by the Board to administer the Plan as described in Section 4 below.
(d) “Common Stock” means the common stock, $0.01 par value, of the Company.
(e) “Company” means Waste Management, Inc., a Delaware corporation, or any successor corporation by
merger, reorganization, consolidation or otherwise.
(f) “Continuous Employment” means the absence of any interruption or termination of service as an
Eligible Employee with the Company and/or its Participating Subsidiaries. For purposes of the preceding
sentence, an authorized leave of absence shall not be considered an interruption or termination of service,
provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
(g) “Eligible Compensation” means, with respect to each Participant for each pay period, the regular base
earnings, commissions, overtime and, for employees on an Involuntary Military Leave of Absence, pay
differential, paid to the Participant by the Company and/or one or more Participating Subsidiaries during the
Offering Period before reductions are made to Code Section 125 and Section 401(k) plans maintained by the
Company and/or its Participating Subsidiaries. However, any incentive compensation or other bonus amounts
shall be excluded for purposes of determining Eligible Compensation.
(h) “Eligible Employee” means an employee of the Company or one of its Participating Subsidiaries who is
customarily employed for at least 20 hours per week and more than five months in a calendar year, or are absent
from active employment while on an Involuntary Military Leave of Absence. For purposes of the preceding
sentence, employees who are members of a collective bargaining unit shall be excluded as eligible employees
under the Plan, unless their applicable collective bargaining agreement provides for participation in the Plan.
(i) “Enrollment Date” means the first business day of each Offering Period.
(j) “Exercise Date” means the last business day of each Offering Period.
(k) “Exercise Price” means the price per share of Common Stock offered in a given Offering Period, which
shall be the lower of: (i) 85% of the Fair Market Value of a share of the Common Stock on the Enrollment Date
of such Offering Period, or (ii) 85% of the Fair Market Value of a share of the Common Stock on the Exercise
Date of such Offering Period.
(l) “Fair Market Value” means, with respect to a share of Common Stock as of any Enrollment Date or
Exercise Date, the closing price of such Common Stock on the New York Stock Exchange on such date, as
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