Waste Management 2013 Annual Report Download - page 86

(h) Performance Award Agreements. At the time any Award is made under this Paragraph IX, the
Company and the Participant shall enter into a Performance Award Agreement setting forth each of the
matters contemplated hereby and such additional matters as the Committee may determine to be
appropriate. The terms and provisions of the respective Performance Award Agreements need not be
identical.
X. PHANTOM STOCK AWARDS
(a) Phantom Stock Awards. Phantom Stock Awards are rights to receive shares of Common Stock (or
the Fair Market Value thereof), or rights to receive an amount equal to any appreciation or increase in the
Fair Market Value of Common Stock over a specified period of time, which vest over a period of time as
established by the Committee, without satisfaction of any performance criteria or objectives that are based
upon one or more Performance Measures. The Committee may, in its discretion, require payment or other
conditions of the Participant respecting any Phantom Stock Award. Specifically, but without limitation, a
Phantom Stock Award may be issued in the form of a restricted stock unit. A Phantom Stock Award may
include, without limitation, a Stock Appreciation Right that is granted independently of an Option; provided,
however, that the exercise price per share of Common Stock subject to the Stock Appreciation Right shall
be (i) determined by the Committee but, subject to adjustment as provided in Paragraph XII, such exercise
price shall not be less than the Fair Market Value of a share of Common Stock on the date such Stock
Appreciation Right is granted, and (ii) subject to the restrictions on repricings described in Paragraph VII(f)
in the same manner as applies to Options.
(b) Award Period. The Committee shall establish, with respect to and at the time of each Phantom
Stock Award, a period over which the Award shall vest with respect to the Participant.
(c) Awards Criteria. In determining the value of Phantom Stock Awards, the Committee shall take
into account a Participant’s responsibility level, performance, potential, other Awards, and such other
considerations as it deems appropriate.
(d) Payment. Following the end of the vesting period for a Phantom Stock Award (or at such other
time as the applicable Phantom Stock Award Agreement may provide), the holder of a Phantom Stock
Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Phantom
Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may be
made in cash, Common Stock, or a combination thereof as determined by the Committee. Payment shall be
made in a lump sum or in installments as prescribed by the Committee. Any payment to be made in cash
shall be based on the Fair Market Value of the Common Stock on the payment date or such other date as
may be specified by the Committee in the Phantom Stock Award Agreement. Dividend Equivalents may be
paid after the applicable vesting period with respect to an earned Phantom Stock Award, in accordance with
such terms as may be determined by the Committee. A Participant shall not be entitled to the privileges and
rights of a stockholder with respect to a Phantom Stock Award until the shares of Common Stock, if any,
have been delivered to the Participant.
(e) Deferrals. With the consent of the Committee, amounts payable in respect of Phantom Stock
Awards in the form of restricted stock units (but not including Dividend Equivalents respecting such
Awards) may be subject to elective deferral by the Participant pursuant to the terms and conditions
determined by the Committee and in accordance with the provisions of the Waste Management, Inc. 409A
Deferral Savings Plan.
(f) Termination of Award. A Phantom Stock Award shall terminate if the Participant does not remain
continuously in the employ of the Company and its Affiliates or does not continue to perform services as a
Consultant or a Director for the Company and its Affiliates at all times during the applicable vesting period,
except as may be otherwise determined by the Committee.
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