Waste Management 2013 Annual Report Download - page 80

IV. ADMINISTRATION
(a) Composition of Committee. The Plan shall be administered by a committee of, and appointed by,
the Board that shall be comprised solely of two or more outside Directors (within the meaning of the term
“outside directors” as used in section 162(m) of the Code and applicable interpretive authority thereunder
and within the meaning of the term “Non-Employee Director” as defined in Rule 16b-3).
(b) Powers. Subject to the express provisions of the Plan, the Committee shall have authority, in its
discretion, to determine which Employees, Consultants, or Directors shall receive an Award, the time or
times when such Award shall be made, the type of Award that shall be made, the number of shares of
Common Stock to be subject to each Option, Restricted Stock Award, or Bonus Stock Award, and the
number of shares of Common Stock to be subject to or the value of each Performance Award or Phantom
Stock Award. In making such determinations the Committee shall take into account the nature of the
services rendered by the respective Employees, Consultants, or Directors, their present and potential
contribution to the Company’s success, and such other factors as the Committee in its sole discretion shall
deem relevant.
(c) Additional Powers. The Committee shall have such additional powers as are delegated to it by the
other provisions of the Plan. Subject to the express provisions of the Plan, this shall include the power to
construe the Plan and the respective agreements executed hereunder, to prescribe, amend, suspend or waive
rules and regulations relating to the Plan, to determine the terms, restrictions, and provisions of the
agreement relating to each Award, including such terms, restrictions, and provisions as shall be requisite in
the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to
make all other determinations necessary or advisable for administering the Plan. The Committee may, in its
discretion, amend the terms of any Award Agreement provided the amendment (i) is not adverse to the
Participant, or (ii) is consented to by the Participant. Notwithstanding the foregoing, the authority to
accelerate the exercisability or vesting or otherwise terminate restrictions related to an Award may be
exercised only in connection with a Participant’s death, disability, retirement, in connection with a
Corporate Change or the sale of one or more subsidiaries or divisions, or to the extent such actions involve
an aggregate number of shares of Common Stock not in excess of 5% of the total shares authorized for
issuance under the Plan. The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any agreement relating to an Award in the manner and to the extent the
Committee shall deem expedient to carry the Plan or any such agreement into effect. All determinations and
decisions made by the Committee on the matters referred to in this Paragraph IV and in construing the
provisions of the Plan shall be conclusive.
(d) Delegation of Authority by the Committee. Notwithstanding the preceding provisions of this
Paragraph IV or any other provision of the Plan to the contrary, subject to the constraints of applicable law,
the Committee may from time to time, in its sole discretion, delegate to the Chief Executive Officer of the
Company (the “CEO”) the administration (or interpretation of any provision) of the Plan, and the right to
grant Awards under the Plan, insofar as such administration (and interpretation) and power to grant Awards
relates to any person who is not then subject to section 16 of the Exchange Act (including any successor
section to the same or similar effect). Any such delegation may be effective only so long as the CEO is a
member of the Board, and the Committee may revoke such delegation at any time. The Committee may put
any conditions and restrictions on the powers that may be exercised by the CEO upon such delegation as the
Committee determines in its sole discretion. In the event of any conflict in a determination or interpretation
under the Plan as between the Committee and the CEO, the determination or interpretation, as applicable, of
the Committee shall be conclusive.
(e) Authority as to Non-Employee Directors. The Committee’s actions respecting grants of Awards
to non-employee Directors shall be in accordance with Board approval.
(f) Liability. No member of the Committee or its delegatee shall be liable for actions or inactions under
the Plan except for willful misconduct or as expressly provided by law.
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