WASTE MANAGEMENT INC
EMPLOYMENT AGREEMENT - BARRY H. CALDWELL
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>h02934exv10w24.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - BARRY H. CALDWELL
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.24


                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into on
this ____ day of September, 2002 by and between Waste Management, Inc. (the
"Company"), and Barry Caldwell (the "Executive").

         1. EMPLOYMENT AND TERMINATION OF PREVIOUS EMPLOYMENT AGREEMENT.

         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.

         2. TERM OF EMPLOYMENT.

         The period of Executive's employment under this Agreement shall
commence on September 23, 2002 ("Employment Date"), and shall continue for a
period of two (2) years thereafter, and shall automatically be renewed for
successive one (1) year periods thereafter, unless Executive's employment is
terminated in accordance with Section 5 below. The period during which Executive
is employed hereunder shall be referred to as the "Employment Period."

         3. DUTIES AND RESPONSIBILITIES.

         (a) Executive shall serve as the Senior Vice-President, Government
Affairs and Communications. 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
Administrative Officer, or the Board of Directors.

         (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, in any material respect, the
provisions of Section 8 of this Agreement), be involved in charitable and
professional activities, and, with the prior written consent of the Board of
Directors, serve on boards of other for profit entities, provided such
activities do not materially interfere with the performance of his duties
hereunder.

         4. COMPENSATION AND BENEFITS.

         (a) BASE SALARY. During the Employment Period, the Company shall pay
Executive a base salary at the annual rate of Three Hundred Seventy-Five
Thousand and 00/100ths Dollars ($375,000.00) per year, or such higher rate as
may be determined from time to time by the Company ("Base Salary"). Such Base
Salary shall be paid in accordance with the Company's standard payroll practice
for its executive officers. Once increased, Base Salary shall not be reduced.

         (b) ANNUAL BONUS. During the Employment Period, Executive will be
entitled to participate in an annual incentive compensation plan of the Company.
The Executive's target

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annual bonus will be Seventy-Five percent (75%) of his Base Salary in effect for
such year (the "Target Bonus"), and his actual annual bonus may range from 0% to
150% (two times Target Bonus), and will be determined based upon (i) the
achievement of certain corporate performance goals, as may be established and
approved by from time to time by the Compensation Committee of the Board of
Directors, and (ii) the achievement of personal performance goals as may be
established by Executive's immediate supervisor. The annual bonus for calendar
year 2002 will be paid in 2003, if earned, at the same time as similarly
situated employees receive or would otherwise receive their bonuses, and will be
prorated based upon the number of days Executive was employed by the Company
during calendar year 2002, provided Executive remains employed through the end
of the 2002 calendar year.

         (c) STOCK OPTIONS. Subject to the approval of the Compensation
Committee of the Board of Directors, Executive shall receive two separate grants
of stock options on the date of the first meeting of the Compensation Committee
following the Employment Date, each grant being for Fifty Thousand (50,000)
shares of common stock of Waste Management, Inc. With respect to the first
stock option grant of 50,000 shares, one-fourth (1/4) of such options will vest
on each of the next four (4) anniversaries of the Grant Date (the date of
approval by the Compensation Committee). The exercise price shall be the fair
market value on the Grant Date. Similarly, with respect to the second stock
option grant of 50,000 shares, one-fourth (1/4) of such options will vest on
each of the next four (4) anniversaries of the date of Executive's actual
relocation to Houston, Texas. The exercise price shall be the fair market value
on the Grant Date.

         The award, vesting, and exercise of all options shall be subject to and
governed by the provisions of the applicable Waste Management, Inc. Stock
Incentive Plan. Executive shall be eligible to considered for additional stock
option grants under the Company's annual stock option award program as
administered by, and at the discretion of, the Compensation Committee of the
Board of Directors.

         (d) BENEFIT PLANS AND VACATION. 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
similarly applicable to similarly situated employees generally.

         During the Employment Period, Executive shall be entitled to vacation
each year in accordance with the Company's policies in effect from time to time,
but in no event less than four (4) weeks paid vacation per calendar year.

         (e) EXPENSE REIMBURSEMENT. 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's
customary practices applicable to its executive officers.



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           Additionally, upon Executive's relocation to Houston, Texas, the
Company will reimburse Executive the sum of Nine Thousand Eight Hundred Fifty
Dollars ($9,850.00), such sum representing one-half of the actual cost of
Executive's daughter's private school tuition which Executive will forgo when he
relocates to Houston, Texas.

         (f) SIGN-ON BONUS. The Company will pay Executive an initial sign-on
bonus in the amount of Sixty-Two Thousand Five Hundred and 00/100ths Dollars
($62,500.00) within seven (7) business days of the Employment Date. The Company
will also pay Executive a second sign-on bonus in the amount of Sixty-Two
Thousand Five Hundred and 00/100ths Dollars ($62,500.00) within seven (7)
business days of his relocation to Houston, Texas. It is expressly agreed to and
understood that should Executive's employment be terminated for "Good Cause" as
set forth in Paragraph 5(c) or should Executive resign without "Good Reason" as
discussed in Paragraph 5(d), prior to or during the first twelve months of
employment, then Executive shall repay on demand by the Company both sign-on
bonuses, net withholding taxes. It is further agreed that any obligation of the
Company to provide future payments to Executive beyond his employment with the
Company shall be first credited and applied to the repayment of these sign-on
bonuses.

         (g) OTHER PERQUISITES. Executive shall be entitled to all perquisites
provided to Senior Vice Presidents of the Company as approved by the
Compensation Committee of the Board of Directors, and as they may exist from
time to time, including the following:

                  1. Automobile allowance at the annual rate of Twelve Thousand
Dollars ($12,000.00), payable in accordance with the Company's standard payroll
practice for its executive officers and prorated in any year that Executive does
not work a full calendar year;

                  2. Financial planning services at actual cost, and not to
exceed Fifteen Thousand Dollars ($15,000.00) annually;

                  3. Social Organization Initiation Fees and Dues with a benefit
of a one time initiation fee at actual cost but not to exceed ten percent (10%)
of Executive's Base Salary, and dues at actual cost but not to exceed $500 per
month; and

                  4. An annual physical examination on a program designated by
the Company.

         5. TERMINATION OF EMPLOYMENT.

         Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:

         (a) DEATH. Executive's employment hereunder shall terminate upon
Executive's death.

         (b) TOTAL DISABILITY. The Company may terminate Executive's employment
hereunder upon Executive becoming "Totally Disabled." For purposes of this
Agreement, Executive shall be considered "Totally Disabled" if Executive has
been physically or mentally incapacitated so as to render Executive incapable of
performing the essential functions of



                                       3
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Executive's position with or without reasonable accommodation. Executive's
receipt of disability benefits under the Company'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's receipt of such long-term disability benefits
or Social Security benefits, the Company's Board of Directors may, in its
reasonable discretion (but based upon appropriate medical evidence), determine
that Executive is Totally Disabled.

         (c) TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate
Executive's employment hereunder for "Cause" at any time after providing a
Notice of Termination for Cause to Executive.

         (i)      For purposes of this Agreement, the term "Cause" means any of
                  the following: (A) willful or deliberate and continual refusal
                  to perform Executive'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's sickness, illness or injury) and
                  Executive fails to cure such nonperformance within ten (10)
                  days of receipt of said written notice; (B) breach of any
                  statutory or common law duty of loyalty to the Company; (C)
                  has been convicted of, or pleaded nolo contendre to, any
                  felony; (D) willfully or intentionally caused material injury
                  to the Company, its property, or its assets; (E) disclosed to
                  unauthorized person(s) proprietary or confidential information
                  of the Company; (F) any material violation or a repeated and
                  willful violation of Company policies or procedures; or (G)
                  breach of any of the covenants set forth in Section 8 hereof.

         (ii)     For purposes of this Agreement, the phrase "Notice of
                  Termination for Cause" shall mean a written notice that shall
                  indicate the specific termination provision in Section 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 two-thirds (2/3) of the entire
                  membership of the Board of Directors at a meeting of the Board
                  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 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. Any purported termination
                  for Cause which is held by an arbitrator not to have been
                  based on the grounds set forth in this Agreement or not to
                  have followed the procedures set forth in this Agreement shall
                  be deemed a termination by the Company without Cause.

         (d) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his
employment hereunder with or without Good Reason at any time upon written notice
to the Company.



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         (i)      A termination for "Good Reason" means a resignation of
                  employment by Executive by written notice ("Notice of
                  Termination for Good Reason") given to the Company's Chief
                  Executive Officer within ninety (90) 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, "Good Reason" shall mean the
                  occurrence or failure to cause the occurrence, as the case may
                  be, without Executive's express written consent, of any of the
                  following circumstances: (A) the Company substantially changes
                  Executive's core duties or removes Executive'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's
                  employment for Cause or Total Disability or as a result of
                  Executive's death, or temporarily as a result of Executive'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 Senior
                  Vice-President of the ultimate parent entity; (B) 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) any material
                  breach by the Company of any provision of this Agreement,
                  including without limitation Section 10 hereof; or (D) 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; or (E) if after his relocation to Houston, Texas,
                  the reassignment of Executive to a geographic location more
                  than fifty (50) miles from his then business office location.

         (ii)     A "Notice of Termination for Good Reason" 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 any facts or
                  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) nor more than sixty (60) 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) business days
                  after the giving of such notice.

         (e) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
Executive's employment hereunder without Cause at any time upon written notice
to Executive.

         (f) EFFECT OF TERMINATION. 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.



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<PAGE>
         6. COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

         In the event that Executive's employment hereunder is terminated,
Executive shall be entitled to the following compensation and benefits upon such
termination:

         (a) TERMINATION BY REASON OF DEATH. In the event that Executive's
employment is terminated by reason of Executive's death, the Company shall pay
the following amounts to Executive's beneficiary or estate:

         (i)      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
                  pro-rata bonus or incentive compensation payment for the
                  current calendar year to the extent payments are awarded to
                  senior executives of the Company and paid at the same time as
                  senior executives are paid.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 4(d) hereof), as determined and paid in
                  accordance with the terms of such plans, policies and
                  arrangements.

         (iii)    An amount equal to the Base Salary (at the rate in effect as
                  of the date of Executive'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'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.

         (iv)     As of the date of termination by reason of Executive's death,
                  stock options previously awarded to Executive as of the date
                  of death shall be fully vested, and Executive's estate or
                  beneficiary shall have up to one (1) year from the date of
                  disability 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.

         (b) TERMINATION BY REASON OF TOTAL DISABILITY. In the event that
Executive's employment is terminated by reason of Executive's Total Disability
as determined in accordance with Section 5(b), the Company shall pay the
following amounts to Executive:

         (i)      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 pro-rata bonus or incentive compensation
                  payment to the extent such awards are made to senior
                  executives of the Company for the year in which Executive is
                  terminated, and to the extent not otherwise paid to the
                  Executive.



                                       6
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         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 4(d) hereof) shall be determined and paid in
                  accordance with the terms of such plans, policies and
                  arrangements.

         (iii)    An amount equal to the Base Salary (at the rate in effect as
                  of the date of Executive'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.

         (iv)     As of the date of termination by reason of Executive'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) 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.

         (c) TERMINATION FOR CAUSE. In the event that Executive's employment is
terminated by the Company for Cause, the Company shall pay the following amounts
to Executive:

         (i)      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.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 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.

         (iii)    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's having exercised any
                  previously-vested stock options prior to his employment
                  termination.


         (d) VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive
voluntarily terminates employment other than for Good Reason, the Company shall
pay the following amounts to Executive:



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         (i)      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.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements (including those referred
                  to in Section 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.

         (iii)    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) 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.

         (e) TERMINATION BY THE COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE
FOR GOOD REASON. In the event that Executive'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:

         (i)      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.

         (ii)     Any benefits to which Executive may be entitled pursuant to
                  the plans, policies and arrangements referred to in Section
                  4(d) hereof shall be determined and paid in accordance with
                  the terms of such plans, policies and arrangements.

         (iii)    An amount equal to two times the sum of Executive'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) days after such termination and one-half shall be
                  paid during the two (2) year period beginning on the date of
                  Executive'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.

         (iv)     The Company at its expense will continue for Executive and
                  Executive'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) two years after the date of termination; (B)
                  Executive's death (provided that benefits provided to
                  Executive's



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                  spouse and dependents shall not terminate upon Executive's
                  death); or (C) 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's continued
                  participation in any such 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.

         (v)      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 senior executives of
                  the Company, pro-rated for the fiscal year in which the
                  Executive is terminated.

         (vi)     Executive shall continue to vest in all stock option awards or
                  restricted stock awards over the two (2) year period
                  commencing on the date of such termination. Executive shall
                  have two (2) years and six (6) 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.

         (f) NO OTHER BENEFITS OR COMPENSATION. 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'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.

         (g) NO MITIGATION; NO SET-OFF. 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.

         7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE
FOLLOWING CHANGE IN CONTROL.

         (a) RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the
event a "Change in Control" occurs and Executive terminates his employment for
Good Reason thereafter, or the Company terminates Executive'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) months
prior to such Change in Control being presumed to be in contemplation unless
rebutted by clear and demonstrable evidence to the contrary), the Company shall
pay the following amounts to Executive:



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         (i)      The payments and benefits provided for in Section 6(e), except
                  that (A) the amount and period with respect to which severance
                  is calculated pursuant to Section 6(e)(iii) will be three (3)
                  years and the amount shall be paid in a lump-sum and (B) the
                  benefit continuation period in Section 6(e)(iv) shall be for
                  three (3) years.

         (ii)     In lieu of Section 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
                  "bonus payment"), 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's
                  termination. Except as may be provided under this Section 7 or
                  under the terms of any incentive compensation, employee
                  benefit, or fringe benefit plan applicable to Executive at the
                  time of Executive'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.

         (b) CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

         (i)      In the event that the Executive shall become entitled to
                  payments and/or benefits provided by this Agreement or any
                  other amounts in the "nature of compensation" (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 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 "Company Payments"), and such Company Payments will be
                  subject to the tax (the "Excise Tax") 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) below an
                  additional amount (the "Gross-up Payment") 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 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.

         (ii)     For purposes of determining whether any of the Company
                  Payments and Gross-up Payments (collectively the "Total
                  Payments") will be subject to the Excise Tax and the amount of
                  such Excise Tax, (x) the Total Payments shall be treated as
                  "parachute payments" within the meaning of Section 280G(b)(2)
                  of the Code, and all "parachute payments" in excess of the
                  "base amount" (as defined under Code Section 280G[b][3] of the
                  Code) shall be treated as subject to the Excise Tax,



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<PAGE>
                  unless and except to the extent that, in the opinion of the
                  Company's independent certified public accountants appointed
                  prior to any change in ownership (as defined under Code
                  Section 280G[b][2]) or tax counsel selected by such
                  accountants (the "Accountants") such Total Payments (in whole
                  or in part) either do not constitute "parachute payments,"
                  represent reasonable compensation for services actually
                  rendered within the meaning of Section 280G(b)(4) of the Code
                  in excess of the "base amount" or are otherwise not subject to
                  the Excise Tax, and (y) 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 280G
                  of the Code.

         (iii)    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'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
                  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's claim for refund or credit is denied.

                  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 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.




                                       11
<PAGE>
         (iv)     The Gross-up Payment or portion thereof provided for in
                  subsection (iii) 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 1274(b)(2)(B) of the Code), subject to further
                  payments pursuant to subsection (iii) 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).

         (v)      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's representative shall cooperate with the Company
                  and its representative.

         (vi)     The Company shall be responsible for all charges of the
                  Accountant.

         (vii)    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 7(b).

         (c) CHANGE IN CONTROL. For purposes of this Agreement, "Change in
Control" means the occurrence of any of the following events:

         (i)      any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Company (not including in the
                  securities beneficially owned by such person any securities
                  acquired directly from the Company or its Affiliates)
                  representing twenty-five percent (25%) or more of the combined
                  voting power of the Company's then outstanding voting
                  securities;

         (ii)     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 and any new
                  director (other than a director whose initial



                                       12
<PAGE>
                  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
                  the Company) whose appointment or election by the Board or
                  nomination for election by the Company'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;

         (iii)    there is a consummated merger or consolidation of the Company
                  or any direct or indirect subsidiary of the Company with any
                  other corporation, other than (A) 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
                  (B) 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's then outstanding securities (not including in the
                  securities beneficially owned by such person any securities
                  acquired directly from the Company or its Affiliates); or

         (iv)     the stock holders 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'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'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.

         For purposes of this Section 7(c), the following terms shall have the
following meanings:

                  (i)    "Affiliate" shall mean an affiliate of the Company, as
                  defined in Rule 12b-2 promulgated under Section 12 of the
                  Securities Exchange Act of 1934, as amended from time to time
                  (the "Exchange Act");

                  (ii)   "Beneficial Owner" shall have the meaning set forth in
                  Rule 13d-3 under the Exchange Act;

                  (iii)  "Person" shall have the meaning set forth in Section
                  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) the Company, (2) a trustee or other fiduciary
                  holding securities under an employee benefit plan of the
                  Company, (3) an underwriter temporarily holding securities
                  pursuant to an offering of such securities or (4) a
                  corporation owned, directly or indirectly, by the stockholders
                  of


                                       13
<PAGE>
                  the Company in substantially the same proportions as their
                  ownership of shares of Common Stock of the Company.

         8. COVENANTS

         (a) COMPANY PROPERTY. All written materials, records, data, and other
documents prepared or possessed by Executive during Executive's employment with
the Company are the Company'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's employment (whether during business hours and whether on the
Company's premises or otherwise) which relate to the Company's business,
products, or services are the Company'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's property. At the termination of
Executive's employment with the Company for any reason, Executive shall return
all of the Company's documents, data, or other Company property to the Company.

         (b) CONFIDENTIAL INFORMATION; NON-DISCLOSURE. 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
"Confidential Information" relating to the business of the Company and its
affiliates.

         For purposes of this Agreement, "Confidential Information" means and
includes the Company'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'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' 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,



                                       14
<PAGE>
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 such Confidential Information against
unauthorized disclosure and use is of critical importance to the Company and its
affiliates in maintaining their competitive position.

         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 and its affiliates.

         The Company also agrees to provide Executive with one or more of the
following: access to Confidential Information; specialized training regarding
the Company'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'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's full compliance with the restrictions on Executive's conduct
provided for in this Agreement.

         In addition to the requirements set forth in Section 5(c)(i), Executive
agrees that Executive will not after Executive'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's Confidential Information.

         (c) UNFAIR COMPETITION RESTRICTIONS. Upon Executive'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's provision of Confidential
Information, specialized training, and/or goodwill support to Executive, and
Executive'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) years following the termination of employment for any reason
("Restricted Term"), Executive will not, directly or indirectly, for Executive
or for others, anywhere in the United States (including all parishes in
Louisiana) (the "Restricted Area") do the following, unless expressly authorized
to do so in writing by the Chief Executive Officer of the Company:

                  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) 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) that Executive had involvement
                  in or received Confidential Information about in the
                  course of employment; the foregoing is expressly
                  understood to



                                  15
<PAGE>
                  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.

         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.

         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 to be no
material threat to the legitimate business interests of the Company.

         (d) NON-SOLICITATION OF CUSTOMERS. For a period of two (2) 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) months, (i) had or
made contact with, or (ii) 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.

         (e) NON-SOLICITATION OF EMPLOYEES. During Executive'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 or her employment,
and will not assist any other person or entity in such a solicitation.

         (f) NON-DISPARAGEMENT. 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.




                                  16
<PAGE>
         9. ENFORCEMENT OF COVENANTS.

         (a) TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive
agrees that any breach by Executive of any of the covenants set forth in Section
8 hereof during Executive's employment by the Company, shall be grounds for
immediate dismissal of Executive for Cause pursuant to Section 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.

         (b) RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
covenants set forth in Section 8 hereof will cause irreparable damage to the
Company with respect to which the Company'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) 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) recovery of all reasonable sums as determined by a court of competent
jurisdiction expended and costs, including reasonable attorney's fees, incurred
by the Company to enforce the covenants set forth in this section.

         (c) SEPARABILITY OF COVENANTS. The covenants contained in Section 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 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 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 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 8.

         10. INDEMNIFICATION.

         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'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



                                       17
<PAGE>
Employment Period in the same amount and to the same extent as the Company
covers its other officers and directors.

         11. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.

         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's costs and reasonable attorney'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 11, without implication as to any other section hereof, shall survive
the expiration or termination of this Agreement and of Executive's employment
hereunder.

         12. WITHHOLDING OF TAXES.

         The Company may withhold from any compensation and benefits payable
under this Agreement all applicable federal, state, local, or other taxes.

         13. SOURCE OF PAYMENTS.

         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.

         14. ASSIGNMENT.

         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's death shall be paid to Executive'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'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,



                                       18
<PAGE>
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).

         15. ENTIRE AGREEMENT; AMENDMENT.

         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's employment by the Company. It may not be amended except by a written
agreement signed by both parties.

         16. GOVERNING LAW.

         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.

         17. REQUIREMENT OF TIMELY PAYMENTS.

         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.

         18. NOTICES.

         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:

                   To the Company: Waste Management , Inc.
                                   1001 Fannin, Suite 4000
                                   Houston, Texas 77002
                                   Attention: Corporate Secretary

                   To Executive:   At the address for Executive set forth below.

         19. MISCELLANEOUS.



                                       19
<PAGE>
         (a) WAIVER. 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.

         (b) SEPARABILITY. Subject to Section 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.

         (c) HEADINGS. Section headings are used herein for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.

         (d) RULES OF CONSTRUCTION. Whenever the context so requires, the use of
the singular shall be deemed to include the plural and vice versa.

         (e) COUNTERPARTS. 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.




                                       20
<PAGE>
         IN WITNESS WHEREOF, this Agreement is EXECUTED and EFFECTIVE as of the
day set forth above.


                                        BARRY CALDWELL
                                        ("Executive")

                                        /s/ Barry Caldwell
                                        ---------------------------------------
                                        Barry Caldwell

                                                                       (Address)
                                        -------------------------------


                                        ----------------------------------------


                                        WASTE MANAGEMENT, INC.
                                        (The "Company")


                                        By:    /s/ A. Maurice Myers
                                           -------------------------------------
                                           A. Maurice Myers
                                           President and Chief Executive Officer





                                       21



</TEXT>
</DOCUMENT>
