EXHIBIT 10.2
WASTE MANAGEMENT, INC.
1997 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD CERTIFICATE
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Participant: Ronald T. LeMay
Number of Shares of Restricted Stock: 353,000 Award Date: July 13, 1997
Vesting Schedule: Restrictions lapse with respect to 20% of the Restricted
Stock on each of the first five anniversaries of the Award Date
Restricted Period: From the Award Date through the fifth anniversary of the
Award Date, provided that transferability restrictions on shares shall lapse as
vesting restrictions lapse in accordance with the Vesting Schedule
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The Restricted Stock Award represented by this Certificate is made pursuant
to the Waste Management, Inc. 1997 Equity Incentive Plan (the "Plan"), the terms
of which are incorporated herein by reference. Except to the extent provided
herein, capitalized terms used in this Certificate shall have the same meaning
ascribed thereto in the Plan, a copy which has been delivered to the
Participant. This Certificate serves as the Award Agreement under the Plan.
The Restricted Stock subject to this Certificate is subject to the
restrictions set forth in Article 8 of the Plan. Restricted Stock as to which
vesting restrictions have not lapsed shall be forfeited (a) if the Participant
voluntarily terminates employment pursuant to Section 13(e) of the employment
agreement dated as of July 13, 1997 between the Participant and the Company (the
"Employment Agreement"), (b) if the Participant's employment with the Company is
terminated by the Company for Cause, or (c) if the Participant violates any non-
competition or non-solicitation agreement or
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covenant with the Company. Notwithstanding the foregoing, (x) if the
Participant's employment is terminated due to death or Disability pursuant to
Section 13(a) or 13(b), respectively, of the Employment Agreement, the
Restricted Stock shall be fully vested on the date of termination and all
restrictions shall lapse; (y) if the Participant's employment is terminated by
the Company without Cause or there occurs a Constructive Termination without
Cause (pursuant, in either event, to Section 13(d) of the Employment Agreement),
the Restricted Stock shall be fully vested on the date of the termination and
all restrictions shall lapse; or (z) if a Change in Control occurs, the
Restricted Stock shall be fully vested on the date that the Change in Control
occurs and all restrictions shall lapse. The Participant's acceptance of the
Restricted Stock will be deemed his acceptance of the terms under which such
Restricted Stock is granted.
The Participant shall have the right, by furnishing written notice to the
Secretary of the Company at least six months prior to the lapsing of
restrictions with respect to any Shares of Restricted Stock, to irrevocably
elect not to have delivered to him the Shares of Common Stock otherwise
deliverable to him upon the lapsing of the restrictions but instead to have an
amount equal to the value of such Common Stock deferred as provided in this
paragraph. The value of such Common Stock for purposes of the preceding sentence
shall be based on the closing price of a Share of Common Stock on the date
lapsing of restrictions was scheduled to take place as to such Common Stock or,
if such date is not a trading date, then the next preceding date on which the
Shares were traded multiplied by the number of Shares as to which such deferral
is being elected. Any such deferral must be made in such manner as may
reasonably be required by the Company including such requirements as may apply
in
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order to defer such gains for Federal income tax purposes or as the independent
public accountant for the Company advises is necessary in order that the stock
gains not be a charge against earnings of the Company. If the Participant elects
to defer such amount, the amount shall automatically be deferred into the
Company's Non-Qualified Profit Sharing and Savings Plus Plan, or a successor
plan (the "Deferral Plan") to the extent the Deferral Plan accepts such
deferrals. If the Deferral Plan is not available to accept such deferrals, the
Participant may make an irrevocable election to defer the amount into Share
units (a unit representing a Share of Common Stock including any dividends that
may be declared thereon during the period of deferral). Amounts deferred under
this paragraph shall be paid out promptly following the date on which the
Participant ceases to be a Named Executive Officer of the Company.
The certificates representing the Restricted Stock subject to this
Certificate have been registered in the name of the Participant and deposited
with the Company. Each certificate bears an appropriate legend referring to the
provisions of the Plan and this Certificate. The Participant shall execute the
attached Irrevocable Stock Power and deliver it to the Company. During the
period prior to vesting, the certificates shall be retained by the Company,
together with the Irrevocable Stock Power. All dividends paid with respect to
the Shares, shall automatically be, or deemed to be, reinvested in additional
Common Stock which shall be deemed to be part of the Restricted Stock subject to
the certificate and shall likewise be retained by the Company until vesting of
the shares of Common Stock to which such dividends relate.
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The Restricted Stock Award represented by this Certificate shall inure to
the benefit of and be binding upon the Participant and the Company and their
respective heirs, executors, administrators, successors, and assigns.
IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award
Certificate to be executed as of the day and year set forth above.
WASTE MANAGEMENT, INC.
By: /s/ Herbert A. Getz
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Herbert A. Getz
Senior Vice President and
Secretary
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FORM OF IRREVOCABLE STOCK POWER
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FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and
transfer to______________________________________ shares of the__________stock
of Waste Management, Inc. represented by Certificate(s)
No(s)______________inclusive, standing in the name of the undersigned on the
books of said Company.
The undersigned does (do) hereby irrevocably constitute and
appoint______________________attorney to transfer the said stock on the books of
said Company, with the full power of substitution in the premises.
Dated: _____________
This signature(s) to this Power must /s/ Ronald T. LeMay
correspond with the name(s) as ---------------------------
written upon the face of the [person(s) executing this power signs
certificate(s) in every particular here]
without alteration or enlargement or
any change whatever. Signature
guarantee must be make by a bank SIGNATURE GUARANTEED
located in or having a correspondent
in Chicago, Illinois, or by a member
firm of the New York or Chicago -------------------------------------
Stock Exchange.
Mailing Address: _______________________________________________
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