Waste Management 2014 Annual Report Download - page 75

11. Transferability.
Options to purchase Common Stock granted under the Plan are not transferable, in any manner, by a
Participant and are exercisable only by the Participant.
12. Reports.
Individual accounts will be maintained for each Participant in the Plan. Following each Exercise Date,
statements of account will be given to Participants who have purchased shares under Section 9. Such statements
will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased and
the remaining cash balance, if any.
13. Adjustments Upon Changes in Capitalization.
(a) If the outstanding shares of Common Stock are increased or decreased, or are changed into or are
exchanged for a different number or kind of shares, as a result of one or more reorganizations,
restructurings, recapitalizations, reclassifications, stock splits, reverse stock splits, stock dividends or the
like, upon authorization of the Committee, appropriate adjustments shall be made in the number and/or kind
of shares, and the per share purchase price thereof, which may be issued in the aggregate and to any
Participant upon exercise of options granted under the Plan.
(b) In the event of the proposed dissolution or liquidation of the Company, each Offering Period will
terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the
Committee. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger
of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole discretion and in lieu of such assumption or
substitution, that the Participant shall have the right to exercise the option as to all of the optioned stock, including
shares as to which the option would not otherwise be exercisable. If the Committee makes an option fully
exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall
notify the Participant that the option shall be fully exercisable for a stated period, which shall not be less than 10
days from the date of such notice, and the option will terminate upon the expiration of such period.
(c) In all cases, the Committee shall have full discretion to exercise any of the powers and authority
provided under this Section 13, and the Committee’s actions hereunder shall be final and binding on all
Participants. No fractional shares of stock shall be issued under the Plan pursuant to any adjustment
authorized under the provisions of this Section 13.
14. Amendment of the Plan.
The Board may at any time, or from time to time, amend the Plan in any respect; provided, however, that the
Plan may not be amended in any way that will cause rights issued under the Plan to fail to meet the requirements
for employee stock purchase plans as defined in Section 423 of the Code or any successor thereto, including,
without limitation, shareholder approval, if required.
15. Termination of the Plan.
The Plan and all rights of Eligible Employees hereunder shall terminate:
(a) on the Exercise Date that Participants become entitled to purchase a number of shares greater than
the number of reserved shares remaining available for purchase under the Plan; or
(b) at any time, at the discretion of the Board.
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