WASTE MANAGEMENT INC
EMPLOYMENT AGREEMENT - BRETT FRAZIER
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>h48294exv10w1.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - BRETT FRAZIER
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made and entered into on this 13th day of July
2007, but as effective as of the date set forth herein, by and between Waste Management, Inc. (the
&#147;Company&#148;), and Brett Frazier (the &#147;Executive&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Employment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive acknowledges and represents that any and all prior employment agreements are
terminated, and that any and all obligations of the Company 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Term of Employment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The period of Executive&#146;s employment under this Agreement shall commence on June&nbsp;15, 2007
(&#147;Employment Date&#148;), and shall continue for a period of two (2)&nbsp;years, and shall automatically be
renewed for successive one (1)&nbsp;year periods on each anniversary of the Employment Date 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;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Duties and Responsibilities.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;</B>Executive shall serve as the Senior Vice President &#151; Eastern Group. In such capacity,
Executive shall perform such duties and have the power, authority, and functions commensurate with
such position in similarly-sized public companies, and have and possess such other authority and
functions consistent with such position as may be assigned to Executive from time to time by the
Chief Executive Officer, President, Chief Operating Officer, or the Board of Directors (the
&#147;Board&#148;) of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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;10 of this Agreement), be involved in charitable and professional activities, and, with
the prior written consent of the Board, serve on boards of other for profit entities, provided such
activities do not materially interfere with the performance of his duties hereunder (however, the
Board does not typically allow officers to serve on more than one public company board at a time).
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;Compensation and Benefits.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 Four Hundred Twenty Five Thousand Dollars ($425,000.00), or such higher rate
as may be determined from time to time by the Company (&#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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Annual Bonus. </B>Executive will continue to participate in the Company&#146;s annual incentive
compensation plan, as established by the Management Development and Compensation Committee of the
Board (the &#147;Compensation Committee&#148;) from time to time. Beginning on July&nbsp;1, 2007 and for the
remainder of the Employment Period, Executive&#146;s target annual bonus will be eighty-five percent
(85%) of his Base Salary in effect for such year (the &#147;Target Bonus&#148;), and his actual annual bonus
may range from 0% to 170% of Base Salary (<I>i.e</I>., a maximum possible bonus of two times the Target
Bonus), and will be determined based upon (i)&nbsp;the achievement of certain financial performance
goals, as may be established and approved by from time to time by the Compensation Committee, and
(ii)&nbsp;the achievement of personal performance goals as may be established by Executive&#146;s immediate
supervisor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&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 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 by
the Company to similarly-situated executive employees. The Company shall not be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, or
perquisite, so long as such changes are generally applicable to similarly situated employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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. Pursuant to Company policy, vacation days may not be carried over
from year to year, and vacation not used by the end of each calendar year is forfeited.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Other Perquisites. </B>Executive shall be entitled to all perquisites provided to Senior Vice
Presidents of the Company as approved by the Compensation Committee, and as they may exist from
time to time, including the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Automobile allowance at the annual rate of Twelve Thousand Dollars
($12,000.00), payable in accordance with the Company&#146;s standard payroll practice for
its executive officers and prorated in any year that Executive does not work a full
calendar year;</TD>
</TR>

</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Financial planning services at actual cost, and not to exceed Fifteen Thousand
Dollars ($15,000.00) annually;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Social organization initiation fees and dues, with a benefit of a one-time
initiation fee at actual cost (not to exceed ten percent (10%) of Executive&#146;s Base
Salary), and monthly dues at actual cost (not to exceed $500 per month); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An annual physical examination on a program designated by the Company.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;Office Location and Residence Relocation</B>. Executive will maintain his business office at
the Company&#146;s Eastern Group offices, presently in Fairless Hills, Pennsylvania. Executive will
also relocate his residence to the greater Philadelphia, Pennsylvania area no later than September
30, 2008. Executive&#146;s relocation of his residence from Houston, Texas to the greater Philadelphia,
Pennsylvania area will be eligible for coverage under the Company&#146;s relocation program. In
connection with this relocation, the Company will provide Executive with a transitional living
allowance, in the following annual amounts: (i) $50,000 during the twelve-month period immediately
following the Employment Date; (ii) $35,000 during the twelve-month period immediately following
the first anniversary of the Employment Date; and (iii) $15,000 during the twelve-month period
immediately following second anniversary of the Employment Date. The proportionate amount of such
transitional living allowance will be paid at the same time and in the same manner as Executive&#146;s
Base Salary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties agree that such transitional living allowance amounts shall be reduced by the
actual cost of any temporary housing in the greater Philadelphia, Pennsylvania area provided to
Executive by the Company during the corresponding twelve-month time period. The parties further
agree that notwithstanding anything herein to the contrary, such transitional living allowance
shall be deemed to be not due and no additional amounts payable to Executive upon his becoming a
Named Executive Officer for purposes of any proxy materials of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;Termination of Employment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s employment hereunder may be terminated during the Employment Period under the
following circumstances:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Death. </B>Executive&#146;s employment hereunder shall terminate upon Executive&#146;s death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 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)&nbsp;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; (F)&nbsp;any
material violation or a repeated and willful violation of Company policies or
procedures, including but not limited to, the Company&#146;s Code of Business Conduct and
Ethics (or any successor policy) then in effect; or (G)&nbsp;breach of any of the covenants
set forth in Section&nbsp;10 hereof.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 the Company&#146;s
Chief Executive Officer or President 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
Death, Total Disability, or Cause, or temporarily as a result of Executive&#146;s illness or
other absence); provided that if the Company becomes a fifty percent or more subsidiary
of any other entity, Executive shall be deemed to have a substantial change in the core
duties of his position unless he is also the equivalent of a</TD>
</TR>

</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Senior Vice-President of the Company or such other successor entity of the ultimate
parent entity; (B)&nbsp;removal or the non-reelection of Executive from the officer
position with the Company specified herein, or removal of 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 (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.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 failure by Executive to set forth in the Notice of
Termination for Good Reason all facts and circumstances which contribute to the showing
of Good Reason shall not waive any right of Executive hereunder or preclude Executive
from asserting such fact or circumstance in enforcing his rights hereunder. The Notice
of Termination for Good Reason shall provide for a date of termination not less than
ten (10)&nbsp;days 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. The Company, at its sole discretion, may waive this requirement.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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
subsidiaries held by him at such time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;Compensation Following Termination of Employment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that Executive&#146;s employment hereunder is terminated in a manner as set forth in
Section&nbsp;5 above, Executive shall be entitled to the compensation and benefits provided under this
Section&nbsp;6, in each case subject to potential reduction as may be required by Section&nbsp;23, as
applicable to the form of termination:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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
vacation accrued to the date of termination, any earned but unpaid bonuses for any
prior calendar year, and, to the extent not otherwise paid, a prorated bonus</TD>
</TR>

</TABLE>
</DIV>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>or incentive compensation payment for the current calendar year to the extent
payments are awarded to similarly-situated executive employees of the Company and
paid at the same time as such executive employees are paid.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any benefits to which Executive may be entitled pursuant to the plans, policies
and arrangements (including those referred to in Section 4(c) hereof), as determined
and paid in accordance with the terms of such plans, policies and arrangements.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 the Company 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:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 vacation accrued to the date of termination, and any earned but unpaid
bonuses for any prior calendar year. Executive shall also be eligible for a prorated
bonus or incentive compensation payment for the calendar year in which Executive is
terminated to the extent such awards are made to similarly-situated executive employees
of the Company, and paid at the same time such executive employees are paid.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any benefits to which Executive may be entitled pursuant to the plans, policies
and arrangements (including those referred to in Section 4(c) hereof) shall be
determined and paid in accordance with the terms of such plans, policies and
arrangements.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 vacation accrued to the date of termination, and any earned but unpaid
bonuses for any prior calendar year.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any benefits to which Executive may be entitled pursuant to the plans, policies
and arrangements (including those referred to in Section 4(c) hereof up to the date of
termination) shall be determined and paid in accordance with the terms of such plans,
policies and arrangements.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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:
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 vacation accrued to the date of termination, and any earned but unpaid
bonuses for any prior calendar year.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any benefits to which Executive may be entitled pursuant to the plans, policies
and arrangements (including those referred to in Section 4(c) hereof up to the date of
termination) shall be determined and paid in accordance with the terms of such plans,
policies and arrangements.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Termination by the Company Without Cause Outside a Change in Control Period; Termination
by Executive for Good Reason Outside a Change in Control Period. </B>In the event that Executive&#146;s
employment is terminated by the Company outside a Change in Control Period (as defined in Section
7) for reasons other than death, Total Disability or Cause, or Executive terminates his employment
for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts
to Executive:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 vacation accrued to the date of termination, and any earned but unpaid
bonuses for any prior calendar year.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any benefits to which Executive may be entitled pursuant to the plans, policies
and arrangements referred to in Section 4(c) hereof shall be determined and paid in
accordance with the terms of such plans, policies and arrangements.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to Executive&#146;s execution of the Release (as defined in Section&nbsp;7), 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.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to Executive&#146;s execution of the Release (as defined in Section&nbsp;7), the
Company at its expense will continue for Executive and Executive&#146;s spouse and
dependents, all health benefit plans, programs or arrangements, whether group or
individual, disability, and other benefit plans, in which Executive was entitled to
participate at any time during the twelve-month period prior to the date of
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, program or arrangement, the date Executive becomes eligible to
participate in a comparable benefit provided by a subsequent employer. In the event
that Executive&#146;s continued participation in any such</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Company plan, program, or arrangement is prohibited, the Company will arrange to
provide Executive with benefits substantially similar to those which Executive would
have been entitled to receive under such plan, program, or arrangement, for such
period on a basis which provides Executive with no additional after tax cost.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to Executive&#146;s execution of the Release (as defined in Section&nbsp;7),
Executive shall be eligible for a bonus or incentive compensation payment, at the same
time, on the same basis, and to the same extent payments are made to other
similarly-situated executive employees of the Company, prorated for the year in which
Executive is terminated.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;Suspension and Refund of Termination Benefits for Subsequently Discovered Cause.</B>
Notwithstanding any provision of this Agreement to the contrary, if within one (1)&nbsp;year of
termination of employment of Executive by the Company for any reason other than for Cause, it is
determined by Company that Executive could have been terminated for Cause then, to the extent
permitted by law:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company may elect to cancel any and all payments of any benefits otherwise
due Executive, but not yet paid, under this Agreement or otherwise; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive will refund to the Company any amounts, plus interest, previously
paid by Company to Executive pursuant to Subsections <FONT style="white-space: nowrap">6(e)(iii),</FONT> <FONT style="white-space: nowrap">6(e)(iv)</FONT> <FONT style="white-space: nowrap">or 6(e)(v).</FONT></TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;Resignation by Executive for Good Reason or Termination by Company Without Cause During a
Change in Control Period.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Certain Terminations During a Change in Control Period. </B>Subject to potential reduction as
may be required by Section&nbsp;23, in the event a Change in Control occurs and (x)&nbsp;Executive terminates
his employment for Good Reason during a Change in Control Period , or (y)&nbsp;the Company terminates
Executive&#146;s employment without Cause (and for reason other than Death of Total Disability) during a
Change in Control Period, the Company shall, subject to Executive&#146;s execution of the Release (as
defined in this Section&nbsp;7), pay the following amounts to Executive:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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
6(e)(iii) will be three (3)&nbsp;years and the amount shall be paid in a lump-sum and (B)
the benefit continuation period in Section&nbsp;6(e)(iv) shall be for three (3)&nbsp;years.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall also receive a bonus or incentive compensation payment for the
calendar year of the termination, payable at 100% of the maximum bonus available to
Executive, pro-rated as of the effective date of the employment termination. Such
bonus payment shall be payable within five (5)&nbsp;days after the effective date of
Executive&#146;s employment termination. Except as may be provided under this Section&nbsp;7 or
under the terms of any incentive compensation,</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>(b)&nbsp;Certain Definitions.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Agreement, &#147;Change in Control&#148; means the first to occur on
or after the date on which this Agreement is first signed, the occurrence of any of the
following events:</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of the
combined voting power of the Company&#146;s then outstanding voting securities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the Commencement Date,
constitute the Board 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 or the election of
directors of the Company) whose appointment or election by the Board or nomination
for election by the Company&#146;s stockholders was approved or recommended by a vote of
at least two-thirds (2/3rds) of the directors then still in office who either were
directors on the Commencement Date or whose appointment, election or nomination for
election was previously so approved or recommended (the &#147;Incumbent Board&#148;);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>there is a consummated merger or consolidation of the Company with any other
corporation, other than (1)&nbsp;a merger or consolidation which would result in the
voting securities of the Company 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 the Company or such surviving or
parent entity outstanding immediately after such merger or consolidation or (2)&nbsp;a
merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person, directly or indirectly, acquired
twenty-five percent (25%) or more of the combined voting power of the Company&#146;s then
outstanding securities; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the stockholders of the Company approve a plan of complete liquidation of the
Company or there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company&#146;s assets (or any transaction
having a similar effect), other than a sale or disposition by the Company of all or
substantially all of the Company&#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 in substantially the same proportions as their ownership
of the Company immediately prior to such sale.</TD>
</TR>

</TABLE>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Section&nbsp;7, &#147;Beneficial Owner&#148; shall have the meaning set
forth in Rule&nbsp;13d-3 under the Exchange Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Agreement, &#147;Change in Control Period&#148; means the period
commencing on the date occurring six months immediately prior to the date on which a
Change in Control occurs and ending on the second anniversary of the date on which a
Change in Control occurs.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Agreement, &#147;Exchange Act&#146; means the Securities and
Exchange Act of 1934, as amended from time to time;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Section&nbsp;7, &#147;Person&#148; shall have the meaning set forth in
Section&nbsp;3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (1)&nbsp;the Company, (2)&nbsp;a trustee or
other fiduciary holding securities under an employee benefit plan of the Company, (3)
an employee benefit plan of the Company, (4)&nbsp;an underwriter temporarily holding
securities pursuant to an offering of such securities or (5)&nbsp;a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of shares of Common Stock of the Company.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For purposes of this Agreement, &#147;Release&#148; means that specific document which
the Company shall present to Executive for consideration and execution after any
termination of employment pursuant to Section 5(e) and Section&nbsp;6(e), wherein if he
agrees to such, he will irrevocably and unconditionally release and forever discharge
the Company, it subsidiaries, affiliates and related parties from any and all causes of
action which Executive at that time had or may have had against the Company (excluding
any claim for indemnity under this Agreement, any claim under state workers&#146;
compensation or unemployment laws, or any claim under COBRA).</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;No Other Benefits or Compensation. </B>Except as may be provided under this Agreement, 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 or resignation, 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&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, except as otherwise provided
in Section&nbsp;6(e)(iv), 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 that the Company may have against Executive or others, except
upon obtaining by the Company of a final non-appealable judgment against Executive.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;Covenants</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Confidential Information; Non-Disclosure</B>. Executive acknowledges that the business of the
Company is highly competitive and that the Company has provided and will continue to provide
Executive with access to &#147;Confidential Information&#148; relating to the business of the Company and its
affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, &#147;Confidential Information&#148; means and includes the Company&#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; 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 or its affiliates
in their businesses to obtain a competitive advantage over their competitors. Executive further
acknowledges that protection of
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">such Confidential Information against unauthorized disclosure and use is of critical
importance to the Company and its affiliates in maintaining their competitive position.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive has and will continue to 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 and its affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 or its 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Unfair Competition Restrictions</B>. 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 equity based incentive awards,
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 parishes in Louisiana, and Puerto Rico) or Canada (the &#147;Restricted
Area&#148;) do the following, unless expressly authorized to do so in writing by the Chief Executive
Officer of the Company:
</DIV>

<DIV align="left" style="margin-top: 6pt; margin-left: 6%; margin-right:6%; font-size: 10pt">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 is currently in the
business of providing and was in the business of providing, or was
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,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="margin-top: 6pt; margin-left: 6%; margin-right:6%; font-size: 10pt">recycling and resource recovery, or disposal of solid waste,
hazardous or other waste, including the operation of waste-to-energy
facilities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 has provided to Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 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. 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 of the Company in writing to be no
material threat to the legitimate business interests of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&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 or its affiliates whom Executive, within the previous twelve (12)&nbsp;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
Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Non-Solicitation of Employees</B>. During Executive&#146;s employment, and for a period of two (2)
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
or its affiliates whom Executive had contact with, knowledge of, or association within the course
of employment with the Company to terminate his employment, and will not assist any other person or
entity in such a solicitation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&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, its management, or of management of corporations affiliated
with the Company.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;Enforcement of Covenants.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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;10 hereof (i)&nbsp;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, and (ii)&nbsp;after Executive&#146;s employment terminated
without Cause or for Good Reason and during the Restricted Term, shall result in the forfeiture of
any remaining amounts under Section 6(e) or 7 of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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;10 hereof will cause irreparable damage to the Company with respect to which the Company&#146;s
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 by Executive, Executive and the Company agree
that the Company 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 to enforce the covenants
set forth in this section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Separability of Covenants. </B>The covenants contained in Section&nbsp;10 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;10 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
10 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 Executive against the Company
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;10.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;Indemnification.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 and 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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Executive to reimburse the Company for any fees advanced by the Company on behalf of 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 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;Arbitration.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except with respect to enforcement of the covenants contained in Section&nbsp;11 herein, the
parties agree that any dispute relating to this Agreement, or to the breach of this Agreement,
arising between Executive and the Company shall be settled by arbitration in accordance with the
Federal Arbitration Act and the commercial arbitration rules of the American Arbitration
Association (&#147;AAA&#148;), or any other mutually agreed upon arbitration service. The arbitration
proceeding, including the rendering of an award, shall take place in Houston, Texas, and shall be
administered by the AAA (or any other mutually agreed upon arbitration service). The arbitrator
shall be jointly selected by the Company and Executive within thirty (30)&nbsp;days of the notice of
dispute, or if the parties cannot agree, in accordance with the commercial arbitration rules of the
AAA (or any other mutually agreed upon arbitration service). All fees and expenses associated with
the arbitration shall be borne equally by Executive and the Company during the arbitration, pending
final decision by the arbitrator as to who should bear fees, unless otherwise ordered by the
arbitrator. The arbitrator shall not be authorized to create a cause of action or remedy not
recognized by applicable state or federal law. The award of the arbitrator shall be final and
binding upon the parties without appeal or review, except as permitted by the arbitration laws of
the State of Texas. The award shall be enforceable through a court of law upon motion of either
party.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;Requirement of Timely Payments.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 are not so paid promptly at the times provided
herein, 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;Withholding of Taxes.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;Source of Payments.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;Assignment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;Entire Agreement; Amendment.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 or any of its subsidiaries or
affiliated entities relating to the terms of Executive&#146;s employment by the Company. It may not be
amended except by a written agreement signed by both parties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;Governing Law.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;Notices.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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 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:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="79%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="white-space: nowrap">To the Company:</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Waste Management , Inc.<BR>
1001 Fannin, Suite&nbsp;4000<BR>
Houston, Texas 77002<BR>
Attention: Corporate Secretary</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">To Executive:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">At the address for Executive set forth below.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;Miscellaneous.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Separability. </B>Subject to Section&nbsp;11 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;Potential Limitation on Severance Benefits.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Potential Reduction Due to Application of Maximum Severance Amount Policy.</B>
Notwithstanding any provision in this Agreement to the contrary, in the event of a termination of
Executive&#146;s employment it is determined by the Company that the Severance Benefits (as defined
below) owed to executive would exceed 2.99 times the sum of Executive&#146;s then current base salary
and target bonus (the &#147;Maximum Severance Amount&#148;), then the Severance Benefits provided to
Executive shall be reduced to the Maximum Severance Amount. For purposes of this Section 23(a) ,
the term &#147;Severance Benefits&#148; means the aggregate present value of payments or distributions
payable to Executive by the Company, its subsidiaries or affiliated entities as a result of the
termination of employment (whether paid or provided pursuant to the terms of this Agreement or
otherwise), including: (i)&nbsp;cash amounts payable by the Company in the event of termination of
Executive&#146;s employment; and (ii)&nbsp;the value of benefits or perquisites provided for periods after
termination of employment (but excluding benefits or perquisites provided to employees generally).
For purposes of this Section&nbsp;23, however, the following will not be considered Severance Benefits:
(i)&nbsp;payments of salary, bonus or performance award amounts that had accrued through the date of
termination; (ii)&nbsp;payments based on accrued qualified and non-qualified deferred compensation
plans, including retirement
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and savings benefits; (iii)&nbsp;any benefits or perquisites provided under plans or programs
applicable to employees generally; (iv)&nbsp;amounts paid as part of any agreement intended to
&#147;make-whole&#148; any forfeiture of benefits from a prior employer; (v)&nbsp;amounts paid for services
following termination of employment for a reasonable consulting agreement for a period not to
exceed one year; (vi)&nbsp;amounts paid for post-termination covenants; (vii)&nbsp;the value of accelerated
vesting or payment of any outstanding equity-based award; and (viii)&nbsp;any payment that the Board or
any committee thereof determines in good faith to be a reasonable settlement of any claim made
against the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Potential Reduction Due to Excise Taxation. </B>Following application of Section&nbsp;23(a),
including any resulting reduction in benefits, in the event that any payments from the Company to
Executive (including any payment or benefit received in connection with a Change in Control or the
termination of Executive&#146;s employment) would be subject (in whole or part) to any excise tax
imposed under section 4999 of the Code (the &#147;Excise Tax&#148;), then the cash portion of the severance
payments shall first be further reduced, and the non-cash severance payments shall thereafter be
further reduced, to the extent necessary so that no portion of any payments from the Company to
Executive is subject to the Excise Tax, but only if (i)&nbsp;the net amount of the severance payments to
be received by Executive, as so reduced by this Section 23(b) (and after subtracting the net amount
of federal, state and local income taxes on such additionally reduced severance payments and after
taking into account the phase out of itemized deductions and personal exemptions attributable to
such additionally reduced severance payments) is greater than or equal to (ii)&nbsp;the net amount of
the severance payments to be received by Executive without such additional reduction (but after
subtracting the net amount of federal, state and local income taxes on such severance payments and
the amount of Excise Tax to which Executive would be subject in respect of such unreduced severance
payments and after taking into account the phase out of itemized deductions and personal exemptions
attributable to such unreduced severance payments); provided, however, that Executive may elect to
have the non-cash portion of the severance payments reduced (or eliminated) prior to any reduction
of the cash portion of the severance payments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Calculation of Excise Tax. </B>For purposes of determining whether and the extent to which
portions of the payments owed to Executive will be subject to the Excise Tax, (i)&nbsp;no portion of the
severance payments the receipt or enjoyment of which Executive shall have waived at such time and
in such manner as not to constitute a &#147;payment&#148; within the meaning of section 280G(b) of the Code
shall be taken into account, (ii)&nbsp;no portion of the severance payments shall be taken into account
which, in the opinion of tax counsel (&#147;Tax Counsel&#148;) who is reasonably acceptable to Executive and
selected by the accounting firm (the &#147;Auditor&#148;) which was, immediately prior to the Change in
Control, the Company&#146;s independent auditor, does not constitute a &#147;parachute payment&#148; within the
meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the
Code) and, in calculating the Excise Tax, no portion of such severance payments shall be taken into
account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services
actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the &#147;base
amount&#148; (as defined in section 280G(b)(3) of the Code) allocable to such reasonable compensation,
and (iii)&nbsp;the value of any non-cash benefit or any deferred payment or benefit included in the
severance payments shall be
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4)&nbsp;of
the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Determination of Present Value. </B>For purposes of this Section&nbsp;23, the present value shall
be determined in accordance with section 280G(d)(4) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;Code Section&nbsp;409A. </B>It is the intention of the Company and Executive that this Agreement
not result in an unfavorable tax consequences to Executive under Section&nbsp;409A of the Code (&#147;Section
409A&#148;). Executive hereby consents to any amendment of this Agreement as the Company may reasonably
make in furtherance of such intention, and the Company shall promptly provide, or make available
to, Executive a copy of such amendment. Moreover, notwithstanding anything in this Agreement to
the contrary, if Executive is deemed to be a &#147;specified employee&#148; for purposes of Section&nbsp;409A, no
severance payment or other payments pursuant to, or contemplated by, this Agreement or otherwise
that would reasonably be expected to result in excise taxes under Section&nbsp;409A shall be
distributable to Executive from the Company until the amount of time has elapsed that is necessary
to avoid Executive incurring any excise taxes under Section&nbsp;409A. Should application of the
preceding sentence result in a delay of payments to Executive, on the first day any such payments
may be made without Executive incurring a excise tax pursuant to Section&nbsp;409A (the &#147;409A Payment
Date&#148;), the Company shall begin to make such payments as described in this Agreement, provided that
any amounts that would have been payable earlier but for the application of this Section&nbsp;24, shall
be paid in a lump-sum on the 409A Payment Date. If any severance or post-employment payment made
to Executive is subject to any such excise or other tax, then payment of such tax is solely the
responsibility of Executive, and not the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, this Agreement is EXECUTED as of the date first set forth above and
effective as set forth therein.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>BRETT FRAZIER</B><BR>
(&#147;Executive&#148;)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Brett W. Frazier
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Brett Frazier&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>WASTE MANAGEMENT, INC.</B><BR>
(The &#147;Company&#148;)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Jay Romans
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Jay Romans&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Senior Vice President &#038; Chief People Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>


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