Waste Management 2013 Annual Report Download - page 82

Common Stock respecting Awards granted upon the assumption of, or in substitution or exchange for,
awards outstanding under such pre-existing plan shall not reduce the shares of Common Stock authorized
for issuance under the Plan.
(e) Minimum Vesting Periods. Restricted Stock Awards and Phantom Stock Awards in the form of
restricted stock units that vest as a result of the passage of time and continued service by the Participant
shall be subject to a minimum vesting period of three years from the date of grant (but with permissible
pro rata vesting over such period). Restricted Stock Awards, Bonus Stock Awards and Performance Awards
whose vesting is subject to the achievement of specified performance criteria over a performance period
shall be subject to a minimum performance period of one year. Notwithstanding the foregoing, such
minimum vesting periods shall not apply (i) to terminations of employment due to death, disability or
retirement, (ii) upon a change in control of the Company, (iii) to substitute awards (not reducing the vesting
periods of the Awards being replaced) and (iv) to Awards involving an aggregate number of shares of
Common Stock not in excess of 5% of the total shares authorized for issuance under the Plan.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are Employees, Consultants, or Directors.
An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth
in the Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive Stock Option,
a Restricted Stock Award, a Performance Award, a Phantom Stock Award, a Bonus Stock Award, or any
combination thereof.
VII. STOCK OPTIONS
(a) Option Period. The term of each Option shall be as specified by the Committee at the date of grant,
but in no event shall an Option be exercisable after the expiration of 10 years from the date of grant.
(b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such
installments and at such times as determined by the Committee.
(c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only
to an individual who is employed by the Company or any “parent corporation” or “subsidiary corporation”
(as such terms are defined in section 424 of the Code) of the Company at the time the Option is granted. To
the extent that the aggregate fair market value (determined at the time the respective Incentive Stock Option
is granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive stock option plans of the Company and its parent and
subsidiary corporations, within the meaning of section 424 of the Code, exceeds $100,000 or such other
amount as may be prescribed under section 422 of the Code or applicable regulations or rulings from time to
time, such Incentive Stock Options shall be treated as Options that do not constitute Incentive Stock
Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury
regulations, and other administrative pronouncements, which of a Participant’s Incentive Stock Options will
not constitute Incentive Stock Options because of such limitation and shall notify the Participant of such
determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to
an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of its parent or subsidiary
corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted, the option price is at least 110% of the Fair Market Value of the Common Stock subject to the
Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of
grant. Except as otherwise provided in sections 421 or 422 of the Code, an Incentive Stock Option shall not
be transferable otherwise than by will or the laws of descent and distribution and shall be exercisable during
the Participant’s lifetime only by such Participant or the Participant’s guardian or legal representative.
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