1
EXHIBIT 10.10
USA WASTE SERVICES, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
USA Waste Services, Inc. hereby establishes the USA Waste
Services, Inc. 1997 Employee Stock Purchase Plan (the "Plan"), the terms of
which are as set forth below.
1. Definitions.
As used in the Plan the following terms shall have the
meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the committee appointed by the
Board to administer the Plan as described in Section 4 below.
(d) "Common Stock" means the common stock, $0.01 par
value, of the Company.
(e) "Company" means USA Waste Services, Inc., a Delaware
corporation, or any successor.
(f) "Continuous Employment" means the absence of any
interruption or termination of service as an Eligible Employee with
the Company and/or its Participating Subsidiaries. Continuous
Employment shall not be considered interrupted in the case of an
authorized leave of absence, provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
(g) "Eligible Compensation" means, with respect to each
Participant for each pay period, the regular base earnings paid to the
Participant by the Company or one or more Participating Subsidiaries
during the Offering Period, plus any elective salary deferral
contributions made therefrom pursuant to Code Section 125 or Section
401(k).
(h) "Eligible Employee" means an employee of the Company
or one of its Participating Subsidiary who is customarily employed for
at least 20 hours per week and more than five months in a calendar
year.
2
(i) "Enrollment Date" means the first day of each
Offering Period.
(j) "Exercise Date" means the last day of each Offering
Period.
(k) "Exercise Price" means the price per share of the
shares of Common Stock offered in a given Offering Period determined
as provided in Section 10 below.
(l) "Fair Market Value" means, with respect to a share of
Common Stock as of any Enrollment Date or Exercise Date, the closing
price of such Common Stock on the New York Stock Exchange on such
date, as reported in The Wall Street Journal. In the event that such
a closing price is not available for an Enrollment Date or an Exercise
Date, the Fair Market Value of a share of Common Stock on such date
shall be the closing price of a share of the Common Stock on the New
York Stock Exchange on the last business day prior to such date or
such other amount as may be determined by the Committee by any fair
and reasonable means.
(m) "Offering Period" means each six-month period
commencing on January 1 and terminating on the following June 30 or
commencing on July 1 and terminating on the following December 31;
provided, however, the initial Offering Period shall commence on the
later of (i) April 1, 1997 or (ii) the effective date of the S-8
Registration Statement covering the shares of Common Stock issuable
under the Plan and end on the first June 30 or December 31 to occur
thereafter.
(n) "Participant" means an Eligible Employee who has
elected to participate in the Plan by filing an enrollment agreement
with the Company as provided in Section 7 below.
(o) "Participating Subsidiary" means any Subsidiary not
excluded from participation in the Plan by the Committee, in its sole
discretion.
(p) "Subsidiary" means any corporation, domestic or
foreign, of which the Company owns, directly or indirectly, not less
than 50% of the total combined voting power of all classes of stock or
other equity interests and that otherwise qualifies as a "subsidiary
corporation" within the meaning of Section 424(f) of the Code or any
successor thereto.
2. Purpose of the Plan.
The purpose of the Plan is to provide an incentive for present
and future employees of the Company and its Participating Subsidiaries to
acquire a proprietary interest (or increase an existing proprietary interest)
in the Company through the purchase
2
3
of Common Stock. It is the intention of the Company that the Plan qualify as
an "employee stock purchase plan" under Section 423 of the Code. Accordingly,
the provisions of the Plan shall be administered, interpreted and construed in
a manner consistent with the requirements of that section of the Code.
3. Shares Reserved for the Plan.
There shall be reserved for issuance and purchase by
Participants under the Plan an aggregate of 1,000,000 shares of Common Stock,
subject to adjustment as provided in Section 15 below. Shares of Common Stock
subject to the Plan may be newly issued shares or treasury shares. If and to
the extent that any option to purchase shares of Common Stock shall not be
exercised for any reason or if such right to purchase shares shall terminate as
provided herein, the shares that have not been so purchased hereunder shall
again become available for the purposes of the Plan unless the Plan shall have
been terminated.
4. Administration of the Plan.
(a) The Plan shall be administered by a Committee
appointed by, and which shall serve at the pleasure of, the Board. The
Committee shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to correct any defect or
rectify any omission in this Plan or to reconcile any inconsistency in this
Plan or any Option, and to make all other determinations necessary or advisable
for the administration of the Plan, all of which actions and determinations
shall be final, conclusive and binding on all persons. The act or
determination of a majority of the members of the Committee shall be deemed to
be the act or determination of the Committee.
(b) The Committee may request advice or assistance or
employ such other persons as it in its discretion deems necessary or
appropriate for the proper administration of the Plan, including, but not
limited to employing a brokerage firm, bank or other financial institution to
assist in the purchase of shares, delivery of reports or other administrative
aspects of the Plan.
5. Eligibility to Participate in the Plan.
Subject to limitations imposed by Section 423(b) of the Code,
any Eligible Employee who is employed by the Company or a Participating
Subsidiary on an Enrollment Date shall be eligible to participate in the Plan
for the Offering Period beginning on that Enrollment Date.
3
4
6. Offering Periods.
The Plan shall consist of consecutive Offering Periods until
the Plan is terminated.
7. Election to Participate in the Plan.
(a) Each Eligible Employee may elect to participate in
the Plan by completing an enrollment agreement in the form provided by the
Company and filing such enrollment agreement with the Company prior to the
applicable Enrollment Date, unless another time for filing the enrollment form
is set by the Committee for all Eligible Employees with respect to a given
Offering Period.
(b) Payroll deductions for a Participant shall commence
on the first payroll date following the Enrollment Date and shall end on the
last payroll date in the Offering Period to which such authorization is
applicable, unless sooner terminated by the Participant as provided in Section
12.
(c) Unless a Participant elects otherwise prior to the
Enrollment Date of the immediately succeeding Offering Period, an Eligible
Employee who is participating in an Offering Period as of the Exercise Date of
such Offering Period shall be deemed (i) to have elected to participate in the
immediately succeeding Offering Period and (ii) to have authorized the same
payroll deduction for such immediately succeeding Offering Period as was in
effect for such Participant immediately prior to the succeeding Offering
Period.
8. Payroll Deductions.
(a) All Participant contributions to the Plan shall be
made only by payroll deductions. At the time a Participant files the
enrollment agreement with respect to an Offering Period, the Participant shall
authorize payroll deductions to be made on each payroll date during the
Offering Period in an amount of from 1% to 10% of the Eligible Compensation
which the Participant receives on each payroll date during such Offering
Period. The amount of such payroll deductions shall be a whole percentage
(i.e., 1%, 2%, 3%, etc.) of the Participant's Eligible Compensation.
(b) All payroll deductions made for a Participant shall
be deposited in the Company's general corporate account and shall be credited
to the Participant's account under the Plan. No interest shall accrue or be
credited with respect to the payroll deductions of a Participant under the
Plan. A Participant may not make any additional payments into such account.
All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
4
5
(c) Except as provided in Section 12, a Participant may
not change his contribution election during an Offering Period.
(d) Notwithstanding the foregoing, no Participant may
make payroll deductions during any year in excess of $21,250.
9. Grant of Options.
(a) On the Enrollment Date of each Offering Period,
subject to the limitations set forth in Sections 3 and 9(b) hereof, each
Eligible Employee shall be granted an option to purchase on the Exercise Date
for such Offering Period (at the Exercise Price determined as provided in
Section 10 below) up to a number of shares of the Company's Common Stock
determined by dividing such Eligible Employee's payroll deductions accumulated
during the Offering Period ending on such Exercise Date by 85% of the fair
market value of a share of the Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.
(b) Notwithstanding any provision of the Plan to the
contrary, no Eligible Employee shall be granted an option under the Plan (i)
if, immediately after the grant, such Eligible Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or of any Subsidiary of the Company, or (ii)
which permits such Eligible Employee's rights to purchase stock under all
employee stock purchase plans of the Company and its Subsidiaries to accrue at
a rate which exceeds $25,000 of fair market value of such stock (determined at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.
10. Exercise Price.
The Exercise Price of each of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the Fair Market Value of a
share of the Common Stock on the Enrollment Date, or (ii) 85% of the Fair
Market Value of a share of the Common Stock on the applicable Exercise Date.
11. Exercise of Options.
Unless a Participant withdraws from the Plan as provided in
Section 12, the Participant's option for the purchase of shares will be
exercised automatically on each Exercise Date, and the maximum number of full
shares subject to the option will be purchased for the Participant at the
applicable Exercise Price with the accumulated payroll deductions in the
Participant's account. Any amount remaining in the Participant's account after
an Exercise Date shall be refunded to the Participant.
5
6
12. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all but not less than all
of the payroll deductions credited to the Participant's account under the Plan
at any time by giving written notice to the Company. All of the Participant's
payroll deductions credited to the Participant's account will be paid to him
promptly after receipt of the Participant's notice of withdrawal, the
Participant's participation in the Plan will be automatically terminated, and
no further payroll deductions for the purchase of shares will be made. Payroll
deductions will not resume on behalf of a Participant who has withdrawn from
the Plan unless written notice is delivered to the Company within the
enrollment period preceding the commencement of a new Offering Period directing
the Company to resume payroll deductions.
(b) Upon termination of the Participant's Continuous
Employment prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the payroll deductions credited to the
Participant's account will be returned to the Participant or, in the case of
death, to the Participant's estate, and the Participant's options to purchase
shares under the Plan will be automatically terminated.
(c) In the event a Participant ceases to be an Eligible
Employee during an Offering Period, the Participant will be deemed to have
elected to withdraw from the Plan, the payroll deductions credited to the
Participant's account will be returned to the Participant, and the
Participant's options to purchase shares under the Plan will be terminated.
(d) A Participant's withdrawal from an Offering Period
will not affect the Participant's eligibility to participate in a succeeding
Offering Period.
13. Transferability.
Options to purchase Common Stock granted under the Plan are
not transferable by a Participant and are exercisable only by the Participant.
14. Reports.
Individual accounts will be maintained for each Participant in
the Plan. Statements of account will be given to participating Employees
semi-annually promptly following each Exercise Date, which statements will set
forth the amounts of payroll deductions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any.
15. Adjustments Upon Changes in Capitalization.
(a) If the outstanding shares of Common Stock are
increased or decreased, or are changed into or are exchanged for a different
number or kind of shares,
6
7
as a result of one or more reorganizations, restructurings, recapitalizations,
reclassifications, stock splits, reverse stock splits, stock dividends or the
like, upon authorization of the Committee, appropriate adjustments shall be
made in the number and/or kind of shares, and the per share option price
thereof, which may be issued in the aggregate and to any Participant upon
exercise of options granted under the Plan.
(b) In the event of the proposed dissolution or
liquidation of the Company, each Offering Period will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Committee. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Committee determines, in
the exercise of its sole discretion and in lieu of such assumption or
substitution, that the Participant shall have the right to exercise the option
as to all of the optioned stock, including shares as to which the option would
not otherwise be exercisable. If the Committee makes an option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Committee shall notify the Participant that the option
shall be fully exercisable for a stated period, which shall not be less than 10
days from the date of such notice, and the option will terminate upon the
expiration of such period.
(c) In all cases, the Committee shall have full
discretion to exercise any of the powers and authority provided under this
Section 15, and the Committee's actions hereunder shall be final and binding on
all Participants. No fractional shares of stock shall be issued under the Plan
pursuant to any adjustment authorized under the provisions of this Section 15.
16. Amendment of the Plan.
The Board may at any time, or from time to time, amend the
Plan in any respect; provided, however, that the Plan may not be amended in any
way that will cause rights issued under the Plan to fail to meet the
requirements for employee stock purchase plans as defined in Section 423 of the
Code or any successor thereto, including, without limitation, shareholder
approval if required.
17. Termination of the Plan.
The Plan and all rights of Eligible Employees hereunder shall
terminate:
(a) on the Exercise Date that Participants become
entitled to purchase a number of shares greater than the number of
reserved shares remaining available for purchase under the Plan; or
(b) at any time, at the discretion of the Board.
7
8
In the event that the Plan terminates under circumstances
described in Section 17(a) above, reserved shares remaining as of the
termination date shall be sold to Participants on a pro rata basis.
18. Notices.
All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
19. Shareholder Approval.
The Plan shall be subject to approval by the shareholders of
the Company within twelve months after the date the Plan is adopted by the
Board of Directors. If such shareholder approval is not obtained prior to the
first Exercise Date, the Plan shall be null and void and all Participants shall
be deemed to have withdrawn on such Exercise Date pursuant to Section 12.
20. Conditions Upon Issuance of Shares.
(a) The Plan, the grant and exercise of options to
purchase shares of Common Stock under the Plan, and the Company's obligation to
sell and deliver shares upon the exercise of options to purchase shares shall
be subject to all applicable federal, state and foreign laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may, in the opinion of counsel for the Company, be required.
(b) The Company may make such provisions as it deems
appropriate for withholding by the Company pursuant to all applicable tax laws
of such amounts as the Company determines it is required to withhold in
connection with the purchase or sale by a Participant of any Common Stock
acquired pursuant to the Plan. The Company may require a Participant to
satisfy any relevant tax requirements before authorizing any issuance of Common
Stock to such Participant.
8