Waste Management 2015 Annual Report Download - page 55

John J. Morris, Jr.
Triggering Event Compensation Component Payout ($)
Death or Disability Severance Benefits
• Accelerated vesting of stock options ........... 822,205
• Payment of performance share units (contingent on
actual performance at end of performance
period) .................................. 2,351,589
• Life insurance benefit paid by insurance company (in the case of death) .... 523,000
Total ......................................................... 3,696,794
Termination Without Cause by
the Company or For Good
Reason by the Employee
Severance Benefits
• Two times base salary plus target annual cash bonus (one-half payable in
lump sum; one-half payable in bi-weekly installments over a two-year
period) ...................................................... 2,088,000
• Continued coverage under health and welfare benefit plans for two
years ........................................................ 25,320
• Prorated payment of performance share units
(contingent on actual performance at end of
performance period) ....................... 1,179,957
Total ......................................................... 3,293,277
Termination Without Cause by
the Company or For Good
Reason by the Employee Six
Months Prior to or Two Years
Following a Change in Control
(Double Trigger)
Severance Benefits
• Two times base salary plus target annual cash bonus (one half payable in
lump sum; one half payable in bi-weekly installments over a two year
period) ...................................................... 2,088,000
• Continued coverage under health and welfare benefit plans for two
years ........................................................ 25,320
• Accelerated vesting of stock options ........... 822,205
• Prorated accelerated payment of performance share units ................1,179,957
• Accelerated payment of performance share units
replacement grant .......................... 1,171,632
• Prorated maximum annual cash bonus ......... 928,000
Total ......................................................... 6,215,114
(1) In the past, such provisions have been included in certain named executives’ employment agreements. However, the Company’s
compensation policy now provides that it will not enter into any future compensation arrangements that obligate the Company to provide
increased payments in the event of death or to make tax gross up payments, subject to certain exceptions. Additionally, our Executive
Officer Severance Policy generally provides that the Company may not enter into new severance arrangements with its executive officers
that provide for benefits, less the value of vested equity awards and benefits provided to employees generally, in an amount that exceeds
2.99 times the executive officer’s then current base salary and target bonus. For additional details, see “Compensation Discussion and
Analysis — Other Compensation Policies and Practices.”
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