WASTE MANAGEMENT INC
EMPLOYMENT AGREEMENT - STEVE RAGIEL
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>h07899exv10w1.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - STEVE RAGIEL
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<P align="right"><FONT size="2"><B>EXHIBIT&nbsp;10.1</B></FONT>

<P align="center"><FONT size="2"><B>EMPLOYMENT AGREEMENT</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made and entered into on
this 30<SUP>th</SUP> day of March, 2003 by and between Recycle America Alliance, L.L.C.
and Steve Ragiel (the &#147;Executive&#148;). Recycle America Alliance, L.L.C. is an
indirect subsidiary of Waste Management, Inc. (&#147;WMI&#148;). Recycle America
Alliance, L.L.C. and all of its affiliates shall be referred to herein as &#147;the
Company.&#148;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employment and Termination of Previous Employment Agreement.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall employ Executive, and Executive shall be employed by the
Company upon the terms and subject to the conditions set forth in this
Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive acknowledges and represents that the certain Employment
Agreement between he and WMI dated on or about October&nbsp;14, 1998 is terminated,
and that any and all obligations of WMI created thereunder, whether express or
implied, are null and void and of no further force or effect, and that the only
rights, obligations, and duties between the Company and Executive are those
expressly set forth in this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Term of Employment.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The period of Executive&#146;s employment under this Agreement shall commence
on January&nbsp;1, 2003 (&#147;Employment Date&#148;), and shall continue for a period of two
(2)&nbsp;years thereafter, and shall automatically be renewed for successive one (1)
year periods thereafter, unless Executive&#146;s employment is terminated in
accordance with Section&nbsp;5 below. The period during which Executive is employed
hereunder shall be referred to as the &#147;Employment Period.&#148;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Duties and Responsibilities.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; </B>Executive shall serve as President of Recycle America Alliance, L.L.C.
In such capacity, Executive shall perform such duties and have the power,
authority, and functions as set forth in the Operating Agreement of the
Company, in the policies and procedures of WMI (which shall be applicable to
the Company), as otherwise set forth by the Board of Managers of the Company,
and as may be assigned to Executive from time to time by the Chief Executive
Officer, Chief Administrative Officer or Chief Operating Officer of WMI (in any
such case, hereinafter referred to as the &#147;Chief Executive Officer&#148;).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; </B>Executive shall devote substantially all of his working time,
attention and energies to the business of the Company, and its affiliated
entities. Executive may make and manage his personal investments (provided
such investments in other activities do not violate the provisions of Section&nbsp;8
of this Agreement), be involved in charitable and professional activities, and,
with the prior written consent of the Chief Executive Officer, serve on boards
of other for profit entities, provided such activities do not materially
interfere with the performance of his duties hereunder.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation and Benefits.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Base Salary. </B>During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of Two Hundred Seventy-Five Thousand
and 00/100ths Dollars ($275,000.00) per year, or such higher rate as may be
determined from time to time by the Chief Executive Officer (&#147;Base Salary&#148;).
Such Base Salary shall be paid in accordance with the Company&#146;s standard
payroll practice for its executive officers. Once increased, Base Salary shall
not be reduced.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Annual Bonus. </B>During the Employment Period, Executive will be
entitled to participate in an annual incentive compensation plan of the
Company. The Executive&#146;s target annual bonus will be seventy-five percent
(75%) of his Base Salary in effect for such year (the &#147;Target Bonus&#148;), and his
actual annual bonus may range from 0% to 150% (two times Target Bonus), and
will be determined based upon (i)&nbsp;the achievement of certain WMI and Company
performance goals, as may be established and approved by from time to time by
the Compensation Committee of the WMI Board of Directors, and (ii)&nbsp;the
achievement of personal performance goals as may be established by the Chief
Executive Officer.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Stock Options. </B>Executive shall be eligible to be considered for stock
option grants under Waste Management, Inc.&#146;s annual stock option award program
as administered by, and at the discretion of, the Compensation Committee of the
WMI Board of Directors.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; Benefit Plans and Vacation. </B>Subject to the terms of such plans,
Executive shall be eligible to participate in or receive benefits under any
long-term incentive plan, pension plan, profit sharing plan, salary deferral
plan, medical and dental benefits plan, life insurance plan, short-term and
long-term disability plans, or any other health, welfare or fringe benefit
plan, generally made available to similarly-situated WMI executive employees.
Neither WMI nor the Company shall be obligated to institute, maintain, or
refrain from changing, amending, or discontinuing any benefit plan, or
perquisite, so long as such changes are similarly applicable to
similarly-situated employees generally.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the Employment Period, Executive shall be entitled to vacation each
year in accordance with the Company&#146;s policies in effect from time to time, but
in no event less than four (4)&nbsp;weeks paid vacation per calendar year.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; Expense Reimbursement. </B>The Company shall promptly reimburse Executive
for the ordinary and necessary business expenses incurred by Executive in the
performance of the duties hereunder in accordance with the Company&#146;s customary
practices applicable to its executive officers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp; Other Perquisites. </B>Executive shall be entitled to all perquisites
provided to Senior Vice Presidents of WMI as approved by the Chief Executive
Officer or the Compensation Committee of the WMI Board of Directors, and as
they may exist from time to time.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Termination of Employment.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s employment hereunder may be terminated during the Employment
Period
</FONT>
<P align="center"><FONT size="2">2</FONT>
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<P align="left"><FONT size="2"> under the following circumstances:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Death. </B>Executive&#146;s employment hereunder shall terminate upon
Executive&#146;s death.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Total Disability. </B>The Company may terminate Executive&#146;s employment
hereunder upon Executive becoming &#147;Totally Disabled.&#148; For purposes of this
Agreement, Executive shall be considered &#147;Totally Disabled&#148; if Executive has
been physically or mentally incapacitated so as to render Executive incapable
of performing the essential functions of Executive&#146;s position with or without
reasonable accommodation. Executive&#146;s receipt of disability benefits under the
Company&#146;s long-term disability plan or receipt of Social Security disability
benefits shall be deemed conclusive evidence of Total Disability for purpose of
this Agreement; provided, however, that in the absence of Executive&#146;s receipt
of such long-term disability benefits or Social Security benefits, the Board of
Managers may, in its reasonable discretion (but based upon appropriate medical
evidence), determine that Executive is Totally Disabled.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Termination by the Company for Cause. </B>The Company may terminate
Executive&#146;s employment hereunder for &#147;Cause&#148; at any time after providing a
Notice of Termination for Cause to Executive.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For purposes of this Agreement, the term &#147;Cause&#148; means any of
the following: (A)&nbsp;willful or deliberate and continual refusal to
perform Executive&#146;s employment duties reasonably requested by the
Company or the Chief Executive Officer after receipt of written
notice to Executive of such failure to perform, specifying such
failure (other than as a result of Executive&#146;s sickness, illness or
injury) and Executive fails to cure such nonperformance within ten
(10)&nbsp;days of receipt of said written notice; (B)&nbsp;breach of any
statutory or common law duty of loyalty to the Company; (C)&nbsp;has been
convicted of, or pleaded <I>nolo contendre </I>to, any felony; (D)
willfully or intentionally caused material injury to the Company,
its property, or its assets; (E)&nbsp;disclosed to unauthorized person(s)
proprietary or confidential information of the Company; or (F)
breach of any of the covenants set forth in Section&nbsp;8 hereof.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For purposes of this Agreement, the phrase &#147;Notice of
Termination for Cause&#148; shall mean a written notice that shall
indicate the specific termination provision in Section&nbsp;5(c)(i)
relied upon, and shall set forth in reasonable detail the facts and
circumstances which provide the basis for termination for Cause.
Further, a Notification of Termination for Cause shall be required
to include a copy of a resolution duly adopted by at least a
majority of the entire membership of the Company&#146;s Board of Managers
at a meeting of the Board of Managers which was called for the
purpose of considering such employment termination, and at which
Executive and his representative had the right to attend and address
the Board, finding that, in the good faith belief of the Board,
Executive engaged in conduct set forth in Section&nbsp;5(c)(i) herein and
specifying the particulars thereof in reasonable detail. The date
of termination for Cause shall be the date indicated in the Notice
of Termination for Cause.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">3</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; Voluntary Termination by Executive. </B>Executive may terminate his
employment hereunder with or without Good Reason at any time upon written
notice to the Company.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">A termination for &#147;Good Reason&#148; means a resignation of
employment by Executive by written notice (&#147;Notice of Termination
for Good Reason&#148;) given to Chief Executive Officer within ninety
(90)&nbsp;days after the occurrence of the Good Reason event, unless such
circumstances are substantially corrected prior to the date of
termination specified in the Notice of Termination for Good Reason.
For purposes of this Agreement, &#147;Good Reason&#148; shall mean the
occurrence or failure to cause the occurrence, as the case may be,
without Executive&#146;s express written consent, of any of the following
circumstances: (A)&nbsp;the Company substantially changes Executive&#146;s
core duties or removes Executive&#146;s responsibility for those core
duties, so as to effectively cause Executive to no longer be
performing the duties of his position (except in each case in
connection with the termination of Executive&#146;s employment for Cause
or Total Disability or as a result of Executive&#146;s death, or
temporarily as a result of Executive&#146;s illness or other absence),
provided that the change in the geographic area of Executive&#146;s
responsibility or the change in reporting structure shall not
constitute Good Reason under any circumstances; further provided
that if the Company becomes a fifty percent or more subsidiary of
any other entity, or merges with, transfers assets to, or the
business is otherwise transferred to a third party (which may be
owned in whole or in part, directly or indirectly by WMI), Executive
shall be deemed to have a substantial change in the core duties of
his position unless he is the equivalent of a Senior Vice-President
of WMI or such other successor entity and retains the core duties
and responsibilities of his existing position; (B)&nbsp;other than as
contemplated by (a)&nbsp;above, removal or the non-reelection of the
Executive from the officer position with the Company specified
herein, or removal of the Executive from any of his then officer
positions; (C)&nbsp;any material breach by the Company of any provision
of this Agreement, including without limitation Section&nbsp;10 hereof;
or (D)&nbsp;failure of any successor to the Company or to WMI (whether
direct or indirect and whether by merger, acquisition, consolidation
or otherwise) to assume in a writing delivered to Executive upon the
assignee becoming such, the obligations of the Company hereunder.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">A &#147;Notice of Termination for Good Reason&#148; shall mean a notice
that shall indicate the specific termination provision relied upon
and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for Termination for Good Reason. The
Notice of Termination for Good Reason shall provide for a date of
termination not less than ten (10)&nbsp;nor more than sixty (60)&nbsp;days
after the date such Notice of Termination for Good Reason is given,
provided that in the case of the events set forth in Sections
5(d)(i)(A) or (B), the date may be five (5)&nbsp;business days after the
giving of such notice.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; Termination by the Company without Cause. </B>The Company may terminate
Executive&#146;s employment hereunder without Cause at any time upon written notice
to Executive.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp; Effect of Termination. </B>Upon any termination of employment for any
reason, Executive shall immediately resign from all Board memberships and other
positions with the Company, or any of its parent corporations or subsidiaries
held by him at such time.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation Following Termination of Employment.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that Executive&#146;s employment hereunder is terminated,
Executive shall be entitled to the following compensation and benefits upon
such termination:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Termination by Reason of Death. </B>In the event that Executive&#146;s
employment is terminated by reason of Executive&#146;s death, the Company shall pay
the following amounts to Executive&#146;s beneficiary or estate:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any accrued but unpaid Base Salary for services rendered to
the date of death, any accrued but unpaid expenses required to be
reimbursed under this Agreement, any accrued but unused vacation,
any earned but unpaid bonuses for any prior period, and, to the
extent not otherwise paid, a pro-rata bonus or incentive
compensation payment to the extent payments are awarded to senior
executives of WMI and paid at the same time as senior executives are
paid.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any benefits to which Executive may be entitled pursuant to
the plans, policies and arrangements (including those referred to in
Section&nbsp;4(d) hereof), as determined and paid in accordance with the
terms of such plans, policies and arrangements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">An amount equal to the Base Salary (at the rate in effect as
of the date of Executive&#146;s death) which would have been payable to
Executive if Executive had continued in employment for two
additional years. Said payments will be paid to Executive&#146;s estate
or beneficiary at the same time and in the same manner as such
compensation would have been paid if Executive had remained in
active employment.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As of the date of termination by reason of Executive&#146;s death,
stock options previously awarded to Executive as of the date of
death shall be fully vested, and Executive&#146;s estate or beneficiary
shall have up to one (1)&nbsp;year from the date of death to exercise all
such previously-awarded options, provided that in no event will any
option be exercisable beyond its term. No stock options
contemplated by this Agreement, but not yet awarded to Executive as
of the time of his death, shall be granted.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Termination by Reason of Total Disability. </B>In the event that
Executive&#146;s employment is terminated by reason of Executive&#146;s Total Disability
as determined in accordance with Section&nbsp;5(b), the Company shall pay the
following amounts to Executive:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any accrued but unpaid Base Salary for services rendered to
the date of termination, any accrued but unpaid expenses required to
be reimbursed under</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">5</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">this Agreement, any accrued but unused vacation, and any earned but
unpaid bonuses for any prior period. Executive shall also be
eligible for a pro-rata bonus or incentive compensation payment to
the extent such awards are made to senior executives of WMI for the
year in which Executive is terminated, and to the extent not
otherwise paid to the Executive.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any benefits to which Executive may be entitled pursuant to
the plans, policies and arrangements (including those referred to in
Section&nbsp;4(d) hereof) shall be determined and paid in accordance with
the terms of such plans, policies and arrangements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">An amount equal to the Base Salary (at the rate in effect as
of the date of Executive&#146;s Total Disability) which would have been
payable to Executive if Executive had continued in active employment
for two years following termination of employment, less any payments
under any long-term disability plan or arrangement paid for by the
Company. Payment shall be made at the same time and in the same
manner as such compensation would have been paid if Executive had
remained in active employment until the end of such period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As of the date of termination by reason of Executive&#146;s Total
Disability, stock options previously awarded to Executive as of the
date of termination shall be fully vested, and Executive or his
legal guardian shall have up to one (1)&nbsp;year from the date of death
to exercise all such previously-awarded options, provided that in no
event will any option be exercisable beyond its term. No stock
options contemplated by this Agreement, but not yet awarded to
Executive as of the time of his employment termination, shall be
granted.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Termination for Cause. </B>In the event that Executive&#146;s employment is
terminated by the Company for Cause, the Company shall pay the following
amounts to Executive:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any accrued but unpaid Base Salary for services rendered to
the date of termination, any accrued but unpaid expenses required to
be reimbursed under this Agreement, any accrued but unused vacation,
and any earned but unpaid bonuses for any prior period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any benefits to which Executive may be entitled pursuant to
the plans, policies and arrangements (including those referred to in
Section&nbsp;4(d) hereof up to the date of termination) shall be
determined and paid in accordance with the terms of such plans,
policies and arrangements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">All options, whether vested or not vested prior to the date
of such termination of employment, shall be automatically cancelled
on the date of employment termination. However, it is expressly
understood and agreed that Executive would have no obligation to
repay or otherwise reimburse the Company for funds received as a
result of Executive&#146;s having exercised any previously-vested stock
options prior to his employment termination.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">6</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; Voluntary Termination by Executive. </B>In the event that Executive
voluntarily terminates employment other than for Good Reason, the Company shall
pay the following amounts to Executive:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any accrued but unpaid Base Salary for services rendered to
the date of termination, any accrued but unpaid expenses required to
be reimbursed under this Agreement, any accrued but unused vacation,
and any earned but unpaid bonuses for any prior period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any benefits to which Executive may be entitled pursuant to
the plans, policies and arrangements (including those referred to in
Section&nbsp;4(d) hereof up to the date of termination) shall be
determined and paid in accordance with the terms of such plans,
policies and arrangements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any stock options that have not vested prior to the date of
such termination of employment shall be automatically cancelled as
of that date, and Executive shall have ninety (90)&nbsp;days following
the date of termination of employment to exercise any previously
vested options; provided that in no event will any option be
exercisable beyond its term. No stock options contemplated by this
Agreement, but not yet awarded to Executive as of the time of his
employment termination, shall be granted.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; Termination by the Company Without Cause; Termination by Executive for
Good Reason. </B>In the event that Executive&#146;s employment is terminated by the
Company for reasons other than death, Total Disability or Cause, or Executive
terminates his employment for Good Reason, the Company shall pay the following
amounts to Executive:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any accrued but unpaid Base Salary for services rendered to
the date of termination, any accrued but unpaid expenses required to
be reimbursed under this Agreement, any accrued but unused vacation,
and any earned but unpaid bonuses for any prior period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Any benefits to which Executive may be entitled pursuant to
the plans, policies and arrangements referred to in Section&nbsp;4(d)
hereof shall be determined and paid in accordance with the terms of
such plans, policies and arrangements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">An amount equal to two times the sum of Executive&#146;s Base
Salary plus his Target Annual Bonus (in each case as then in
effect), of which one-half shall be paid in a lump sum within ten
(10)&nbsp;days after such termination and one-half shall be paid during
the two (2)&nbsp;year period beginning on the date of Executive&#146;s
termination and shall be paid at the same time and in the same
manner as Base Salary would have been paid if Executive had remained
in active employment until the end of such period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company will continue for Executive and Executive&#146;s
spouse and dependents, all health benefit plans, whether group or
individual, disability, and other similar benefit plans, in which
Executive was participating on the date of</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">7</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">termination, until the earliest to occur of (A)&nbsp;two years after the
date of termination; (B)&nbsp;Executive&#146;s death (provided that benefits
provided to Executive&#146;s spouse and dependents shall not terminate
upon Executive&#146;s death); or (C)&nbsp;with respect to any particular
plan, the date Executive becomes eligible to participate in a
comparable benefit provided by a subsequent employer. The first
eighteen (18)&nbsp;months of any medical and dental insurance coverage
provided by the Company pursuant to the foregoing sentence will be
provided pursuant to the provisions of COBRA, 29 U.S.C. &#167;1161;
provided, however, that Executive shall only be required to pay the
normal employee premium required of similarly-situated active
employees of the Company, and the Company shall pay the difference
in the cost of the coverage directly to the medical and/or dental
plans or their administrator. Dental and health insurance coverage
for any remaining period required to be provided by the Company to
Executive hereunder shall be provided by Company pursuant to
private insurance purchased by the Company for Executive for which
the Executive shall only be required to pay an amount equal to the
premiums that Executive would be required to pay under the
Company&#146;s dental and health insurance plans then in effect.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Executive shall continue to vest in all stock option awards
or restricted stock awards over the two (2)&nbsp;year period commencing
on the date of such termination. Executive shall have two (2)&nbsp;years
and six (6)&nbsp;months after the date of termination to exercise all
options to the extent then vested, provided that in no event may any
option be exercisable beyond its term.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp; No Other Benefits or Compensation. </B>Except as may be provided under
this Agreement, under the terms of any incentive compensation, employee
benefit, or fringe benefit plan applicable to Executive at the time of
Executive&#146;s termination or resignation of employment, Executive shall have no
right to receive any other compensation, or to participate in any other plan,
arrangement or benefit, with respect to future periods after such termination
or resignation.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp; No Mitigation; No Set-Off. </B>In the event of any termination of
employment hereunder, Executive shall be under no obligation to seek other
employment and there shall be no offset against any amounts due Executive under
this Agreement on account of any remuneration attributable to any subsequent
employment that Executive may obtain. The amounts payable hereunder shall not
be subject to setoff, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others, except upon obtaining by
the Company of a final non-appealable judgment against Executive.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Resignation by Executive for Good Reason and Compensation Payable
Following Change in Control.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Resignation for Good Reason following Change in Control. </B>In the event
a &#147;Change in Control&#148; occurs and Executive terminates his employment for Good
Reason thereafter, or the Company terminates Executive&#146;s employment other than
for Cause, or such termination for Good Reason or without Cause occurs in
contemplation of such Change in Control (any termination within six (6)&nbsp;months
prior to such Change in Control being presumed
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<P align="left"><FONT size="2"> to be in contemplation unless rebutted by clear and demonstrable evidence
to the contrary), the Company shall pay the following amounts to Executive:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The payments and benefits provided for in Section&nbsp;6(e),
except that (A)&nbsp;the amount and period with respect to which
severance is calculated pursuant to Section&nbsp;6(e)(iii) will be three
(3)&nbsp;years and the amount shall be paid in a lump-sum and (B)&nbsp;the
benefit continuation period in Section&nbsp;6(e)(iv) shall be for three
years.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In lieu of Section&nbsp;6(e)(v), Executive will be 100% vested in
all benefits, awards, and grants (including stock option grants and
stock awards, all of such stock options exercisable for three (3)
years following Termination, provided that in no event will any
option be exercisable beyond its term) accrued but unpaid as of the
date of termination under any non-qualified pension plan,
supplemental and/or incentive compensation or bonus plans, in which
Executive was a participant as of the date of termination.
Executive shall also receive a bonus or incentive compensation
payment (the &#147;bonus payment&#148;), payable at 100% of the maximum bonus
available to Executive, pro-rated as of the effective date of the
termination. The bonus payment shall be payable within five (5)
days after the effective date of Executive&#146;s termination. Except as
may be provided under this Section&nbsp;7 or under the terms of any
incentive compensation, employee benefit, or fringe benefit plan
applicable to Executive at the time of Executive&#146;s termination of
employment, Executive shall have no right to receive any other
compensation, or to participate in any other plan, arrangement or
benefit, with respect to future periods after such resignation or
termination.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Certain Additional Payments by the Company.</B>
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In the event that the Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other
amounts in the &#147;nature of compensation&#148; (whether pursuant to the
terms of this Agreement or any other plan, arrangement or agreement
with the Company, any person whose actions result in a change of
ownership or effective control covered by Section&nbsp;280G(b)(2) of the
Code or any person affiliated with the Company or such person) as a
result of such change in ownership or effective control
(collectively the &#147;Company Payments&#148;), and such Company Payments
will be subject to the tax (the &#147;Excise Tax&#148;) imposed by Section
4999 of the Code (and any similar tax that may hereafter be imposed
by any taxing authority) the Company shall pay to the Executive at
the time specified in subsection (iv)&nbsp;below an additional amount
(the &#147;Gross-up Payment&#148;) such that the net amount retained by the
Executive, after deduction of any Excise Tax on the Company Payments
and any U.S. federal, state, and for local income or payroll tax
upon the Gross-up Payment provided for by this Section&nbsp;7(b), but
before deduction for any U.S. federal, state, and local income or
payroll tax on the Company Payments, shall be equal to the Company
Payments.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For purposes of determining whether any of the Company
Payments and Gross-up Payments (collectively the &#147;Total Payments&#148;)
will be subject to the Excise Tax</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">9</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">and the amount of such Excise Tax, (x)&nbsp;the Total Payments shall be
treated as &#147;parachute payments&#148; within the meaning of Section
280G(b)(2) of the Code, and all &#147;parachute payments&#148; in excess of
the &#147;base amount&#148; (as defined under Code Section&nbsp;280G(b)(3) of the
Code) shall be treated as subject to the Excise Tax, unless and
except to the extent that, in the opinion of the Company&#146;s
independent certified public accountants appointed prior to any
change in ownership (as defined under Code Section&nbsp;280G(b)(2)) or
tax counsel selected by such accountants (the &#147;Accountants&#148;) such
Total Payments (in whole or in part) either do not constitute
&#147;parachute payments,&#148; represent reasonable compensation for
services actually rendered within the meaning of Section&nbsp;280G(b)(4)
of the Code in excess of the &#147;base amount&#148; or are otherwise not
subject to the Excise Tax, and (y)&nbsp;the value of any non-cash
benefits or any deferred payment or benefit shall be determined by
the Accountants in accordance with the principles of Section&nbsp;280G
of the Code.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For purposes of determining the amount of the Gross-up
Payment, the Executive shall be deemed to pay U.S. federal income
taxes at the highest marginal rate of U.S. federal income taxation
in the calendar year in which the Gross-up Payment is to be made and
state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive&#146;s residence for
the calendar year in which the Company Payment is to be made, net of
the maximum reduction in U.S. federal income taxes which could be
obtained from deduction of such state and local taxes if paid in
such year. In the event that the Excise Tax is subsequently
determined by the Accountants to be less than the amount taken into
account hereunder at the time the Gross-up Payment is made, the
Executive shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the portion of
the prior Gross-up Payment attributable to such reduction (plus the
portion of the Gross-up Payment attributable to the Excise Tax and
U.S. federal, state and local income tax imposed on the portion of
the Gross-up Payment being repaid by the Executive if such repayment
results in a reduction in Excise Tax or a U.S. federal, state and
local income tax deduction), plus interest on the amount of such
repayment at the rate provided in Section&nbsp;1274(b)(2)(B) of the Code.
Notwithstanding the foregoing, in the event any portion of the
Gross-up Payment to be refunded to the Company has been paid to any
U.S. federal, state and local tax authority, repayment thereof (and
related amounts) shall not be required until actual refund or credit
of such portion has been made to the Executive, and interest payable
to the Company shall not exceed the interest received or credited to
the Executive by such tax authority for the period it held such
portion. The Executive and the Company shall mutually agree upon
the course of action to be pursued (and the method of allocating the
expense thereof) if the Executive&#146;s claim for refund or credit is
denied.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In the event that the Excise Tax is later determined by the
Accountant or the Internal Revenue Service to exceed the amount
taken into account hereunder at the time the Gross-up Payment is
made (including by reason of any payment the existence or amount of
which cannot be determined at the time of the Gross-up Payment),
the Company shall make an additional Gross-up Payment in respect of</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">10</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">such excess (plus any interest or penalties payable with respect to
such excess) at the time that the amount of such excess is finally
determined.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Gross-up Payment or portion thereof provided for in
subsection (iii)&nbsp;above shall be paid not later than the thirtieth
(30th) day following an event occurring which subjects the Executive
to the Excise Tax; provided, however, that if the amount of such
Gross-up Payment or portion thereof cannot be finally determined on
or before such day, the Company shall pay to the Executive on such
day an estimate, as determined in good faith by the Accountant, of
the minimum amount of such payments and shall pay the remainder of
such payments (together with interest at the rate provided in
Section&nbsp;1274(b)(2)(B) of the Code), subject to further payments
pursuant to subsection (iii)&nbsp;hereof, as soon as the amount thereof
can reasonably be determined, but in no event later than the
ninetieth day after the occurrence of the event subjecting the
Executive to the Excise Tax. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to
the Executive, payable on the fifth day after demand by the Company
(together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In the event of any controversy with the Internal Revenue
Service (or other taxing authority) with regard to the Excise Tax,
the Executive shall permit the Company to control issues related to
the Excise Tax (at its expense), provided that such issues do not
potentially materially adversely affect the Executive, but the
Executive shall control any other issues. In the event the issues
are interrelated, the Executive and the Company shall in good faith
cooperate so as not to jeopardize resolution of either issue, but if
the parties cannot agree the Executive shall make the final
determination with regard to the issues. In the event of any
conference with any taxing authority as to the Excise Tax or
associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the
Executive and the Executive&#146;s representative shall cooperate with
the Company and its representative.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vi)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company shall be responsible for all charges of the
Accountant.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company and the Executive shall promptly deliver to each
other copies of any written communications, and summaries of any
verbal communications, with any taxing authority regarding the
Excise Tax covered by this Section&nbsp;7(b).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;&nbsp;&nbsp;&nbsp; Change in Control. </B>For purposes of this Agreement, &#147;Change in
Control&#148; means the occurrence of any of the following events:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of WMI (not including in the securities
beneficially owned by such person any securities acquired directly
from WMI or its Affiliates) representing twenty-five percent (25%)
or more of the combined voting power of WMI&#146;s then outstanding
voting securities;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">11</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who,
on the Employment Date, constitute the Board of WMI and any new
director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of directors of WMI) whose appointment or election by the
Board or nomination for election by WMI&#146;s stockholders was approved
or recommended by a vote of the at least two-thirds (2/3rds) of the
directors then still in office who either were directors on the
Employment Date or whose appointment, election or nomination for
election was previously so approved or recommended;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">there is a consummated merger or consolidation of the
Company pursuant to which no securities of the Company are owned by
WMI or its direct or indirect subsidiaries, or a merger or
consolidation of WMI or any direct or indirect subsidiary of WMI
(other than the Company) with any other corporation, other than (A)
a merger or consolidation which would result in the voting
securities of WMI outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) more than
fifty percent (50%) of the combined voting power of the voting
securities of WMI or such surviving or parent entity outstanding
immediately after such merger or consolidation or (B)&nbsp;a merger or
consolidation effected to implement a recapitalization of WMI (or
similar transaction) in which no Person, directly or indirectly,
acquired twenty-five percent (25%) or more of the combined voting
power of WMI&#146;s then outstanding securities (not including in the
securities beneficially owned by such person any securities acquired
directly from WMI or its Affiliates); or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the stock holders of the Company or WMI approve a plan of
complete liquidation of the Company or WMI or there is consummated
an agreement for the sale or disposition by the Company or WMI of
all or substantially all of the Company&#146;s or WMI&#146;s assets (or any
transaction having a similar effect), other than a sale or
disposition by the Company or WMI of all or substantially all of the
Company&#146;s or WMI&#146;s assets to an entity, at least fifty percent (50%)
of the combined voting power of the voting securities of which are
owned by stockholders of the Company or WMI in substantially the
same proportions as their ownership of the Company or WMI
immediately prior to such sale.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section&nbsp;7(c), the following terms shall have the
following meanings:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">(i) &nbsp;&nbsp;&#147;Affiliate&#148; shall mean an affiliate of WMI, as defined in Rule
12b-2 promulgated under Section&nbsp;12 of the Securities Exchange Act
of 1934, as amended from time to time (the &#147;Exchange Act&#148;);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">(ii) &nbsp;&#147;Beneficial Owner&#148; shall have the meaning set forth in Rule
13d-3 under the Exchange Act;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">(iii) &#147;Person&#148; shall have the meaning set forth in Section&nbsp;3(a)(9)
of the</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">12</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><FONT size="2">&nbsp;</FONT></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Exchange Act, as modified and used in Sections&nbsp;13(d) and 14(d)
thereof, except that such term shall not include (1)&nbsp;WMI, (2)&nbsp;a
trustee or other fiduciary holding securities under an employee
benefit plan of WMI, (3)&nbsp;an underwriter temporarily holding
securities pursuant to an offering of such securities or (4)&nbsp;a
corporation owned, directly or indirectly, by the stockholders of
WMI in substantially the same proportions as their ownership of
shares of Common Stock of WMI.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Covenants</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; This Agreement</B>. The terms of this Agreement constitute Confidential
Information, which Executive shall not disclose to anyone other than
Executive&#146;s spouse, attorneys, advisors, or as required by law. Disclosure of
these terms is a material breach of this Agreement and could subject Executive
to disciplinary action, including without limitation, termination of employment
for Cause.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Company Property</B>. All written materials, records, data, and other
documents prepared or possessed by Executive during Executive&#146;s employment with
the Company are the Company&#146;s property. All information, ideas, concepts,
improvements, discoveries, and inventions that are conceived, made, developed,
or acquired by Executive individually or in conjunction with others during
Executive&#146;s employment (whether during business hours and whether on the
Company&#146;s premises or otherwise) which relate to the Company&#146;s business,
products, or services are the Company&#146;s sole and exclusive property. All
memoranda, notes, records, files, correspondence, drawings, manuals, models,
specifications, computer programs, maps, and all other documents, data, or
materials of any type embodying such information, ideas, concepts,
improvements, discoveries, and inventions are the Company&#146;s property. At the
termination of Executive&#146;s employment with the Company for any reason,
Executive shall return all of the Company&#146;s documents, data, or other Company
property to the Company.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Confidential Information; Non-Disclosure</B>. Executive acknowledges that
the business of the Company is highly competitive and that the Company has
agreed to provide and immediately will provide Executive with access to
&#147;Confidential Information&#148; relating to the business of the Company, WMI, and
their respective affiliates.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, &#147;Confidential Information&#148; means and
includes the Company&#146;s and WMI&#146;s confidential and/or proprietary information
and/or trade secrets that have been developed or used and/or will be developed
and that cannot be obtained readily by third parties from outside sources.
Confidential Information includes, by way of example and without limitation,
the following information regarding customers, employees, contractors, and the
industry not generally known to the public; strategies, methods, books,
records, and documents; technical information concerning products, equipment,
services, and processes; procurement procedures and pricing techniques; the
names of and other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for that customer,
type and amount of services used, credit and financial data, and/or other
information relating to the Company&#146;s relationship with that customer); pricing
strategies and price curves; positions, plans, and strategies for expansion or
acquisitions; budgets; customer lists; research; weather data; financial and
sales data; trading methodologies and terms; evaluations, opinions, and
interpretations of information and data; marketing and merchandising
techniques;
</FONT>
<P align="center"><FONT size="2">13</FONT>
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<P align="left"><FONT size="2"> prospective customers&#146; names and marks; grids and maps; electronic
databases; models; specifications; computer programs; internal business
records; contracts benefiting or obligating the Company; bids or proposals
submitted to any third party; technologies and methods; training methods and
training processes; organizational structure; personnel information, including
salaries of personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary information.
Information need not qualify as a trade secret to be protected as Confidential
Information under this Agreement, and the authorized and controlled disclosure
of Confidential Information to authorized parties by Company in the pursuit of
its business will not cause the information to lose its protected status under
this Agreement. Executive acknowledges that this Confidential Information
constitutes a valuable, special, and unique asset used by the Company, WMI, and
their respective affiliates in their businesses to obtain a competitive
advantage over their competitors. Executive further acknowledges that
protection of such Confidential Information against unauthorized disclosure and
use is of critical importance to the Company, WMI, and their respective
affiliates in maintaining their competitive position.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive also will have access to, or knowledge of, Confidential
Information of third parties, such as actual and potential customers,
suppliers, partners, joint venturers, investors, financing sources, and the
like, of the Company, WMI, and their affiliates.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company also agrees to provide Executive with one or more of the
following: access to Confidential Information, specialized training regarding
the Company&#146;s and WMI&#146;s methodologies and business strategies, and/or support
in the development of goodwill such as introductions, information and
reimbursement of customer development expenses consistent with Company policy.
The foregoing is not contingent on continued employment, but is contingent upon
Executive&#146;s use of the Confidential Information access, specialized training,
and goodwill support provided by Company for the exclusive benefit of the
Company and upon Executive&#146;s full compliance with the restrictions on
Executive&#146;s conduct provided for in this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the requirements set forth in Section&nbsp;5(c)(i), Executive
agrees that Executive will not after Executive&#146;s employment with the Company,
make any unauthorized disclosure of any then Confidential Information or
specialized training of the Company, WMI, or their respective affiliates, or
make any use thereof, except in the carrying out of his employment
responsibilities hereunder. Executive also agrees to preserve and protect the
confidentiality of third party Confidential Information to the same extent, and
on the same basis, as the Company&#146;s Confidential Information.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; Unfair Competition Restrictions</B>. Upon Executive&#146;s Employment Date,
the Company agrees to and shall provide Executive with immediate access to
Confidential Information. Ancillary to the rights provided to Executive
following employment termination, the Company&#146;s provision of Confidential
Information, specialized training, and/or goodwill support to Executive, and
Executive&#146;s agreements, regarding the use of same, and in order to protect the
value of the above-referenced stock options, training, goodwill support and/or
the Confidential Information described above, the Company and Executive agree
to the following provisions against unfair competition. Executive agrees that
for a period of two (2)&nbsp;years following the termination of employment for any
reason (&#147;Restricted Term&#148;), Executive will not, directly or indirectly, for
Executive or for others, anywhere in the United States (including all
</FONT>
<P align="center"><FONT size="2">14</FONT>
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<P align="left"><FONT size="2"> parishes in Louisiana) (the &#147;Restricted Area&#148;) do the following, unless
expressly authorized to do so in writing by the Chief Executive Officer:
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Engage in, or assist any person, entity, or business
engaged in, the selling or providing of products or
services that would displace the products or services
that (i)&nbsp;the Company or WMI are currently in the
business of providing and were in the business of
providing, or were planning to be in the business of
providing, at the time Executive was employed with the
Company, and (ii)&nbsp;that Executive had involvement in or
received Confidential Information about in the course
of employment; the foregoing is expressly understood
to include, without limitation, the business of the
collection, transfer, recycling and resource recovery,
or disposal of solid waste, including the operation of
waste-to-energy facilities and alternative energy
facilities, and trading or hedging of positions
(physical and financial) in any fiber or fiber-related
materials, including, but not limited to, those
marketed or traded by the Company</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is further agreed that during the Restricted Term, Executive cannot
engage in any of the enumerated prohibited activities in the Restricted Area by
means of telephone, telecommunications, satellite communications,
correspondence, or other contact from outside the Restricted Area. Executive
further understands that the foregoing restrictions may limit his ability to
engage in certain businesses during the Restricted Term, but acknowledges that
these restrictions are necessary to protect the Confidential Information the
Company and WMI have provided to Executive.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A failure to comply with the foregoing restrictions will create a
presumption that Executive is engaging in unfair competition. Executive agrees
that this Section defining unfair competition with the Company or with WMI does
not prevent Executive from using and offering the skills that Executive
possessed prior to receiving access to Confidential Information, confidential
training, and knowledge from the Company and WMI. This Agreement creates an
advance approval process, and nothing herein is intended, or will be construed
as, a general restriction against the pursuit of lawful employment in violation
of any controlling state or federal laws. Executive shall be permitted to
engage in activities that would otherwise be prohibited by this covenant if
such activities are determined in the sole discretion of the Chief Executive
Officer to be no material threat to the legitimate business interests of the
Company or WMI.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; Non-Solicitation of Customers</B>. For a period of two (2)&nbsp;years
following the termination of employment for any reason, Executive will not call
on, service, or solicit competing business from customers of the Company, WMI,
or their respective affiliates whom Executive, within the previous twelve (12)
months, (i)&nbsp;had or made contact with, or (ii)&nbsp;had access to information and
files about, or induce or encourage any such customer or other source of
ongoing business to stop doing business with the Company or WMI.
</FONT>
<P align="center"><FONT size="2">15</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp; Non-Solicitation of Employees</B>. During Executive&#146;s employment, and for
a period of two (2)&nbsp;years following the termination of employment for any
reason, Executive will not, either directly or indirectly, call on, solicit,
encourage, or induce any other employee or officer of the Company, WMI, or
their respective affiliates whom Executive had contact with, knowledge of, or
association within the course of employment with the Company to terminate his
or her employment, and will not assist any other person or entity in such a
solicitation.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp; Non-Disparagement. </B>Executive covenants and agrees that Executive
shall not engage in any pattern of conduct that involves the making or
publishing of written or oral statements or remarks (including, without
limitation, the repetition or distribution of derogatory rumors, allegations,
negative reports or comments) which are disparaging, deleterious or damaging to
the integrity, reputation or good will of the Company or WMI, their respective
management, or of management of corporations affiliated with the Company or
WMI.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Enforcement of Covenants.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Termination of Employment and Forfeiture of Compensation. </B>Executive
agrees that any breach by Executive of any of the covenants set forth in
Section&nbsp;8 hereof during Executive&#146;s employment by the Company, shall be grounds
for immediate dismissal of Executive for Cause pursuant to Section&nbsp;5(c)(i),
which shall be in addition to and not exclusive of any and all other rights and
remedies the Company may have against Executive.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Right to Injunction</B>. Executive acknowledges that a breach of the
covenants set forth in Section&nbsp;8 hereof will cause irreparable damage to the
Company and/or WMI with respect to which the remedy at law for damages will be
inadequate. Therefore, in the event of breach or anticipatory breach of the
covenants set forth in this Section&nbsp;8 by Executive, Executive and the Company
agree that the Company and/or WMI shall be entitled to seek the following
particular forms of relief, in addition to remedies otherwise available to it
at law or equity: (A)&nbsp;injunctions, both preliminary and permanent, enjoining or
restraining such breach or anticipatory breach and Executive hereby consents to
the issuance thereof forthwith and without bond by any court of competent
jurisdiction; and (B)&nbsp;recovery of all reasonable sums as determined by a court
of competent jurisdiction expended and costs, including reasonable attorney&#146;s
fees, incurred by the Company and/or WMI to enforce the covenants set forth in
this section.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Separability of Covenants. </B>The covenants contained in Section&nbsp;8
hereof constitute a series of separate but ancillary covenants, one for each
applicable State in the United States and the District of Columbia, and one for
each applicable foreign country. If in any judicial proceeding, a court shall
hold that any of the covenants set forth in Section&nbsp;8 exceed the time,
geographic, or occupational limitations permitted by applicable laws, Executive
and the Company agree that such provisions shall and are hereby reformed to the
maximum time, geographic, or occupational limitations permitted by such laws.
Further, in the event a court shall hold unenforceable any of the separate
covenants deemed included herein, then such unenforceable covenant or covenants
shall be deemed eliminated from the provisions of this Agreement for the
purpose of such proceeding to the extent necessary to permit the remaining
separate covenants to be enforced in such proceeding. Executive and the
Company further agree that the covenants in Section&nbsp;8 shall each be construed
as a separate agreement independent of any other provisions of this Agreement,
and the existence of any claim or cause of action by
</FONT>
<P align="center"><FONT size="2">16</FONT>
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<P align="left"><FONT size="2"> Executive against the Company or WMI whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by the Company
of any of the covenants of Section&nbsp;8.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall indemnify and hold harmless Executive to the fullest
extent permitted by Delaware law for any action or inaction of Executive while
serving as an officer or director of the Company or, at the Company&#146;s request,
as an officer or director of any other entity or as a fiduciary of any benefit
plan. This provision includes the obligation and undertaking of the Executive
to reimburse the Company for any fees advanced by the Company on behalf of the
Executive should it later be determined that Executive was not entitled to have
such fees advanced by the Company under Delaware law. The Company shall cover
the Executive under directors and officers liability insurance both during and,
while potential liability exists, after the Employment Period in the same
amount and to the same extent as the Company covers its other officers and
directors.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Disputes and Payment of Attorney&#146;s Fees.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If at any time during the term of this Agreement or afterwards there
should arise any dispute as to the validity, interpretation or application of
any term or condition of this Agreement, the Company agrees, upon written
demand by Executive (and Executive shall be entitled upon application to any
court of competent jurisdiction, to the entry of a mandatory injunction,
without the necessity of posting any bond with respect thereto, compelling the
Company) to promptly provide sums sufficient to pay on a current basis (either
directly or by reimbursing Executive) Executive&#146;s costs and reasonable
attorney&#146;s fees (including expenses of investigation and disbursements for the
fees and expenses of experts, etc.) incurred by Executive in connection with
any such dispute or any litigation, provided that Executive shall repay any
such amounts paid or advanced if Executive is not the prevailing party with
respect to at least one material claim or issue in such dispute or litigation.
The provisions of this Section&nbsp;11, without implication as to any other section
hereof, shall survive the expiration or termination of this Agreement and of
Executive&#146;s employment hereunder.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Withholding of Taxes.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company may withhold from any compensation and benefits payable under
this Agreement all applicable federal, state, local, or other taxes.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Source of Payments.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All payments provided under this Agreement, other than payments made
pursuant to a plan which provides otherwise, shall be paid from the general
funds of the Company, and no special or separate fund shall be established, and
no other segregation of assets made, to assure payment. Executive shall have
no right, title or interest whatever in or to any investments which the Company
may make to aid the Company in meeting its obligations hereunder. To the
extent that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured
creditor of the Company.
</FONT>
<P align="center"><FONT size="2">17</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided in this Agreement, this Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, representatives, successors and assigns. This Agreement shall not be
assignable by Executive (but any payments due hereunder which would be payable
at a time after Executive&#146;s death shall be paid to Executive&#146;s designated
beneficiary or, if none, his estate) and shall be assignable by the Company
only to any financially solvent corporation or other entity resulting from the
reorganization, merger or consolidation of the Company with any other
corporation or entity or any corporation or entity to or with which the
Company&#146;s business or substantially all of its business or assets may be sold,
exchanged or transferred, and it must be so assigned by the Company to, and
accepted as binding upon it by, such other corporation or entity in connection
with any such reorganization, merger, consolidation, sale, exchange or transfer
in a writing delivered to Executive in a form reasonably acceptable to
Executive (the provisions of this sentence also being applicable to any
successive such transaction).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement; Amendment.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall supersede any and all existing oral or written
agreements, representations, or warranties between Executive and the Company,
WMI, or any of their respective parent, subsidiaries or affiliated entities
relating to the terms of Executive&#146;s employment by the Company or WMI. It may
not be amended except by a written agreement signed by both parties.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas applicable to agreements made and to be performed in
that State, without regard to its conflict of laws provisions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Requirement of Timely Payments.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any amounts which are required, or determined to be paid or payable, or
reimbursed or reimbursable, to Executive under this Agreement (or any other
plan, agreement, policy or arrangement with the Company) are not so paid
promptly at the times provided herein or therein, such amounts shall accrue
interest, compounded daily, at an 8% annual percentage rate, from the date such
amounts were required or determined to have been paid or payable, reimbursed or
reimbursable to Executive, until such amounts and any interest accrued thereon
are finally and fully paid, provided, however, that in no event shall the
amount of interest contracted for, charged or received hereunder, exceed the
maximum non-usurious amount of interest allowed by applicable law.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notices.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any notice, consent, request or other communication made or given in
connection with this Agreement shall be in writing and shall be deemed to have
been duly given when delivered
</FONT>
<P align="center"><FONT size="2">18</FONT>
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<P align="left"><FONT size="2"> or mailed by registered or certified mail, return receipt requested, or by
facsimile or by hand delivery, to those listed below at their following
respective addresses or at such other address as each may specify by notice to
the others:
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
To the Company:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Recycle America Alliance, L.L.C.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">1001 Fannin, Suite&nbsp;4000</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Houston, Texas 77002</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Attention: Corporate Secretary</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Copy to WMI:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Waste Management , Inc.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">1001 Fannin, Suite&nbsp;4000</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Houston, Texas 77002</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Attention: Corporate Secretary</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
To Executive:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">At the address for Executive set forth below.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Miscellaneous.</B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; Waiver. </B>The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver thereof
or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; Separability. </B>Subject to Section&nbsp;9 hereof, if any term or provision
of this Agreement is declared illegal or unenforceable by any court of
competent jurisdiction and cannot be modified to be enforceable, such term or
provision shall immediately become null and void, leaving the remainder of this
Agreement in full force and effect.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; Headings. </B>Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; Rules of Construction. </B>Whenever the context so requires, the use of
the singular shall be deemed to include the plural and vice versa.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; Counterparts. </B>This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.
</FONT>
<P align="center"><FONT size="2">19</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, this Agreement is EXECUTED and EFFECTIVE as of the day
set forth above.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2"><B>STEVE RAGIEL</B><BR>
(&#147;Executive&#148;)</FONT></TD>
</TR>
</TABLE>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%"><FONT size="2">/s/ Steve Ragiel</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%" colspan="2"><HR align="left" size="1" noshade></TD>
</TR>
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%"><FONT size="2">Steve Ragiel</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%"><FONT size="2">2740 Centenary St</FONT></TD>
    <TD width="7%" align="right"><FONT size="2">&nbsp;&nbsp;(address)</FONT></TD>
</TR>
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%"><HR align="left" size="1" noshade></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%"><FONT size="2">Houston, Texas 77005</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="43%" colspan="2"><HR align="left" size="1" noshade></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2"><B>RECYCLE AMERICA ALLIANCE, L.L.C.</B><BR>
(The &#147;Company&#148;)</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">By:</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ A. Maurice Myers</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%" colspan="2"><HR noshade align="left" size="1" width="100%"></TD>

</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
A. Maurice Myers</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
On Behalf of the Board of Managers</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">20</FONT>



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