Waste Management 2011 Annual Report Download - page 75

reported in The Wall Street Journal. In the event that such a closing price is not available for an Enrollment Date
or an Exercise Date, the Fair Market Value of a share of Common Stock on such date shall be the closing price of
a share of the Common Stock on the New York Stock Exchange on the last business day prior to such date or
such other amount as may be determined by the Committee by any fair and reasonable means.
(m) “Involuntary Military Leave of Absence” means an employee’s leave from employment pursuant to the
Company’s Paid Leave of Absence Policy to perform military service obligations in the United States Air Force,
Army, Navy, Marines, Coast Guard, Public Health Service Corps or National Guard, and the employee is either
drafted or a member of the Reserves called to active duty.
(n) “Offering Period” means each six-month period that begins and ends on the business days that coincide
with January 1 through June 30, or July 1 through December 31, or such other period or periods as the
Committee may establish. However, if the first and/or last day of an Offering Period begins or ends (as
applicable) on a Saturday, Sunday or holiday, then (i) the first day of the Offering Period will begin on the
immediately following business day, and/or (ii) the last day of an Offering Period will end on the immediately
preceding business day.
(o) “Participant” means an Eligible Employee who has elected to participate in the Plan by filing an
enrollment agreement with the Company as provided below in Section 6.
(p) “Participating Subsidiary” means any Subsidiary not excluded from participation in the Plan by the
Committee, in its sole discretion.
(q) “Subsidiary” means any domestic or foreign corporation of which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of stock or other equity interests and
that otherwise qualifies as a “subsidiary corporation” within the meaning of Section 424(f) of the Code or any
successor thereto.
2. Purpose of the Plan.
The purpose of the Plan is to provide an incentive for present and future employees of the Company and its
Participating Subsidiaries to acquire a proprietary interest (or increase an existing proprietary interest) in the
Company through the purchase of Common Stock. The Company intends that the Plan qualify as an “employee
stock purchase plan” under Section 423 of the Code, and that the Plan shall be administered, interpreted and
construed in a manner consistent with the requirements of Section 423 of the Code.
3. Shares Reserved for the Plan.
The Company shall reserve for issuance and purchase by Participants under the Plan an aggregate of
12,750,000 shares of Common Stock, subject to adjustment as provided below in Section 13. Shares of Common
Stock subject to the Plan may be newly issued shares or treasury shares. If and to the extent that any option to
purchase shares of Common Stock shall not be exercised for any reason, or if such right to purchase shares shall
terminate as provided herein, the shares that have not been so purchased hereunder shall again become available
for the purposes of the Plan, unless the Plan shall have been terminated.
4. Administration of the Plan.
(a) A Committee appointed by the Board shall administer the Plan. The Committee shall have the authority
to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to correct any
defect or rectify any omission in the Plan, or to reconcile any inconsistency in this Plan and any option to
purchase shares granted hereunder, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee’s actions and determinations with respect to the foregoing shall be
final, conclusive and binding on all persons. The act or determination of a majority of the members of the
Committee shall be deemed to be the act or determination of the entire Committee.
(b) The Committee may, in its discretion, request advice or assistance, or employ such other persons as it
deems necessary or appropriate for the proper administration of the Plan, including, but not limited to employing
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