Waste Management 2013 Annual Report Download - page 70

(before or after such Corporate Change) fixed by the MD&C Committee, after which specified date all such
unexercised awards and all rights of participants thereunder shall terminate; (ii) require the mandatory surrender
to the Company by all or selected participants of some or all of the outstanding stock options or SARs held by
such participants (irrespective of whether such awards are then exercisable under the provisions of the 2014 Plan)
as of a date, before or after such Corporate Change, specified by the MD&C Committee, in which event the
MD&C Committee shall thereupon cancel such awards and the Company shall pay (or cause to be paid) to each
participant an amount of cash per share equal to the excess, if any, of Change of Control Value (as defined in the
2014 Plan) of the shares subject to such awards over the exercise price(s) under such awards for such shares; or
(iii) make such adjustments in the number and type of shares (or other securities or property) subject to
outstanding awards as the MD&C Committee deems appropriate to reflect such Corporate Change and prevent
the dilution or enlargement of rights, including, without limitation, adjusting such an award to provide that the
number and class of shares of Common Stock covered by such award shall be adjusted so that such award shall
thereafter cover securities of the surviving or acquiring corporation or other property (including, without
limitation, cash) as determined by the MD&C Committee in its sole discretion.
The 2014 Plan deems a “Corporate Change” to have occurred if (i) the Company shall not be the surviving
entity in any consummated merger, consolidation or other business combination or reorganization (or survives
only as a subsidiary of an entity), (ii) the Company sells, leases, or exchanges all or substantially all of its assets
to any other person or entity, (iii) the Company is dissolved and liquidated, (iv) any person or entity, including a
“group” (as contemplated by section 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires or
gains ownership or control (including, without limitation, the power to vote) of more than 50% of the outstanding
shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a
contested election of directors of the Company, the persons who were directors of the Company before such
election shall cease to constitute a majority of the Board of Directors.
Term, Termination and Amendment of the 2014 Plan
The Board of Directors in its discretion may terminate the 2014 Plan at any time with respect to any shares
of Common Stock for which awards have not been granted. The Board of Directors shall have the right to alter or
amend the 2014 Plan or any part thereof from time to time; provided that no change in the 2014 Plan may be
made that would materially impair the rights of a participant with respect to an outstanding award without the
consent of the participant, and the Board of Directors may not, without approval of the stockholders of the
Company, (i) amend the 2014 Plan to increase the aggregate maximum number of shares that may be issued
under the 2014 Plan, increase the aggregate maximum number of shares that may be issued under the 2014 Plan
through Incentive Stock Options, or change the class of individuals eligible to receive awards under the 2014
Plan, or (ii) amend or delete the restriction on repricing of options.
New Plan Benefits and Previous Awards
A new plan benefits table for the 2014 Plan and the benefits or amounts that would have been received by or
allocated to participants for the last completed fiscal year under the 2014 Plan if the 2014 Plan was then in effect,
as described in the SEC’s proxy rules, are not provided because all awards made under the 2014 Plan will be
made at the MD&C Committee’s discretion, subject to the terms of the 2014 Plan. Therefore, the benefits and
amounts that will be received or allocated under the 2014 Plan are not determinable at this time, and a New Plan
Benefits Table has not been provided.
In 2013, we granted awards under the 2009 Plan to our named executive officers, outside directors and to
other eligible employees. The 2013 grants to the named executive officers are reflected in the Grants of Plan-
Based Awards table above. The equity grant program for our non-employee directors is described under the Non-
Employee Director Compensation section in this Proxy Statement.
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