Waste Management 2011 Annual Report Download - page 77

stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits such Eligible
Employee’s rights to purchase stock under all employee stock purchase plans of the Company and its
Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time
such option is granted) for each calendar year in which such option is outstanding at any time.
9. Automatic Purchase.
Unless a Participant withdraws from the Plan as provided below in Section 10, the Participant’s option for
the purchase of shares will be exercised automatically on each Exercise Date for which an enrollment agreement
has been filed, and the maximum number of whole and fractional shares subject to the option will be purchased
for the Participant at the Exercise Price established for that Offering Period, as provided above in Section 8.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all of the payroll deductions credited to the Participant’s account for a
given Offering Period by providing written notice to the Company no later than 45 days prior to the last day of
such Offering Period. A Participant shall not be permitted to make a partial withdrawal of the payroll deductions
credited to his account. All of the Participant’s payroll deductions credited to the Participant’s account will be
paid to him promptly after receipt of the Participant’s notice of withdrawal, the Participant’s participation in the
Plan will be automatically terminated, and no further payroll deductions for the purchase of shares hereunder will
be made. Payroll deductions will not resume on behalf of a Participant who has withdrawn from the Plan, unless
written notice is delivered to the Company within the enrollment period preceding the commencement of a new
Offering Period directing the Company to resume payroll deductions.
(b) Upon termination of the Participant’s Continuous Employment prior to the Exercise Date of the
Offering Period for any reason, including retirement or death, the payroll deductions credited to the Participant’s
account will be returned to the Participant or, in the case of death, to the Participant’s estate, and the Participant’s
options to purchase shares under the Plan will be automatically terminated.
(c) In the event a Participant ceases to be an Eligible Employee during an Offering Period, the Participant
will be deemed to have elected to withdraw all payroll deductions credited to his account from the Plan. In such
circumstance, the payroll deductions credited to the Participant’s account will be returned to the Participant, and
the Participant’s options to purchase shares under the Plan will be terminated.
11. Transferability.
Options to purchase Common Stock granted under the Plan are not transferable, in any manner, by a
Participant and are exercisable only by the Participant.
12. Reports.
Individual accounts will be maintained for each Participant in the Plan. Following each Exercise Date,
statements of account will be given to Participants who have purchased shares under Section 9. Such statements
will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased and
the remaining cash balance, if any.
13. Adjustments Upon Changes in Capitalization.
(a) If the outstanding shares of Common Stock are increased or decreased, or are changed into or are
exchanged for a different number or kind of shares, as a result of one or more reorganizations, restructurings,
recapitalizations, reclassifications, stock splits, reverse stock splits, stock dividends or the like, upon
authorization of the Committee, appropriate adjustments shall be made in the number and/or kind of shares, and
the per share purchase price thereof, which may be issued in the aggregate and to any Participant upon exercise
of options granted under the Plan.
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