Waste Management 2013 Annual Report Download - page 78

(i) “Company” means Waste Management, Inc., a Delaware corporation.
(j) “Consultant” means any person who is not an Employee or a Director and who is providing
advisory or consulting services to the Company or any Affiliate.
(k) “Corporate Change” shall have the meaning assigned to such term in Paragraph XII(c) of the Plan.
(l) “Director” means an individual who is a member of the Board, or, where the context of the Plan so
permits, a member of the board of directors (or any analogous governing body) of an Affiliate of the
Company.
(m) “Dividend Equivalents” means an amount equal to all dividends and other distributions (or the
economic equivalent thereof) that are payable by the Company on one share of Common Stock to
stockholders of record, which, in the discretion of the Committee, may be awarded in connection with any
Award under the Plan on a like number of shares of Common Stock under such Award.
(n) “Effective Date” shall have the meaning assigned to such term in Paragraph III.
(o) “Employee” means any person (including a Director) in an employment relationship with the
Company or any Affiliate.
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(q) “Fair Market Value” means, as to a share of Common Stock, as of a particular date, (i) if shares of
Common Stock are listed on a national securities exchange, the average of the highest and lowest sales price
per share of such Common Stock on the consolidated transaction reporting system for the principal national
securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no
such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if
shares of Common Stock are not so listed but are quoted by The Nasdaq Stock Market, Inc., the average of
the highest and lowest sales price per share of Common Stock reported on the consolidated transaction
reporting system for The Nasdaq Stock Market, Inc., or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, or, at the discretion of the
Committee, the price prevailing as quoted by The Nasdaq Stock Market, Inc. on that date, (iii) if shares of
Common Stock are not so listed or quoted, the average of the closing bid and asked price on that date, or, if
there are no quotations available for such date, on the last preceding date on which such quotations are
available, as reported by The Nasdaq Stock Market, Inc., or, if not reported by The Nasdaq Stock Market,
Inc., by the National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not publicly
traded, the most recent value determined by an independent appraiser appointed by the Company for such
purpose consistent with the requirements of section 409A of the Code.
(r) “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of the
Code.
(s) “Option” means an Award granted under Paragraph VII of the Plan and includes both Incentive
Stock Options to purchase Common Stock and Options that do not constitute Incentive Stock Options to
purchase Common Stock.
(t) “Option Agreement” means a written agreement between the Company and a Participant with
respect to an Option.
(u) “Participant” means an Employee, Consultant, or Director who has been granted an Award.
(v) “Performance Award” means an Award granted under Paragraph IX of the Plan.
(w) “Performance Award Agreement” means a written agreement between the Company and a
Participant with respect to a Performance Award.
(x) “Performance Measure” means one or more performance measures established by the Committee
that are based on (i) the price of a share of Common Stock, (ii) earnings per share, (iii) market share,
(iv) revenues or sales, (v) operating income or operating income margin, (vi) net income or net income
margin (before or after taxes), (vii) cash flow or return on investment, (viii) earnings or earnings margin
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