Waste Management 2013 Annual Report Download - page 84

VIII. RESTRICTED STOCK AWARDS
(a) Forfeiture Restrictions to be Established by the Committee. Shares of Common Stock that are
the subject of a Restricted Stock Award shall be subject to restrictions on transferability by the Participant
and an obligation of the Participant to forfeit and surrender the shares to the Company under certain
circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the
Committee in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse
upon (i) the attainment of one or more Performance Measures, (ii) the Participant’s continued employment
with the Company or one of its Affiliates or continued service as a Consultant or Director for a specified
period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the
Committee in its sole discretion, or (iv) a combination of any of the foregoing. Each Restricted Stock Award
may have different Forfeiture Restrictions, in the discretion of the Committee.
(b) Other Terms and Conditions. Unless provided otherwise in a Restricted Stock Agreement, the
Participant shall have the right to receive dividends with respect to Common Stock subject to a Restricted
Stock Award, to vote Common Stock subject thereto, and to enjoy all other stockholder rights, except that
(i) the Participant shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have
expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired,
(iii) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of or encumber
the stock until the Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by
the Committee pursuant to the Restricted Stock Agreement shall result in a forfeiture of the Restricted Stock
Award as determined by the Committee, and (v) with respect to the payment of any dividend with respect to
shares of Common Stock subject to a Restricted Stock Award directly to the Participant, each such dividend
shall be paid no later than the end of the calendar year in which the dividends are paid to stockholders of such
class of shares or, if later, the fifteenth day of the third month following the date the dividends are paid to
stockholders of such class of shares. At the time a Restricted Stock Award is granted, the Committee may, in
its sole discretion, prescribe additional terms, conditions, or restrictions relating to Restricted Stock Awards,
including, but not limited to, rules pertaining to the termination of employment or service as a Consultant or
Director (by retirement, disability, death, or otherwise) of a Participant prior to expiration of the Forfeitures
Restrictions. Such additional terms, conditions, or restrictions shall be set forth in a Restricted Stock
Agreement made in conjunction with the Award.
(c) Payment for Restricted Stock. The Committee shall determine the amount and form of any
payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the absence of
such a determination, a Participant shall not be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent otherwise required by law.
(d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. Subject to any
limitations imposed under section 162(m) of the Code, the Committee may, in its discretion and as of a date
determined by the Committee, fully vest any or all Common Stock awarded to a Participant pursuant to a
Restricted Stock Award and, upon such vesting, all Forfeiture Restrictions applicable to such Restricted
Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph
may vary among individual Participants and may vary among the Restricted Stock Awards held by any
individual Participant.
(e) Restricted Stock Agreements. At the time any Award is made under this Paragraph VIII, the
Company and the Participant shall enter into a Restricted Stock Agreement setting forth each of the matters
contemplated hereby and such other matters as the Committee may determine to be appropriate. The terms
and provisions of the respective Restricted Stock Agreements need not be identical. Subject to the restriction
set forth in the first sentence of Subparagraph (d) above, the Committee may, in its sole discretion, amend
an outstanding Restricted Stock Agreement from time to time in any manner that is not inconsistent with the
provisions of the Plan, provided that, except as otherwise provided in the Plan or the applicable Restricted
Stock Agreement, any such amendment shall not materially reduce the rights of a Participant without the
consent of such Participant.
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