EXHIBIT 10.45
[LETTERHEAD OF WASTE MANAGEMENT]
November 4, 1997
Mr. Robert S. Miller
20 Maury Mountain Lane
Sun River, Oregon 97707
Dear Steve:
This is to confirm the agreement which we have reached regarding your
service as Acting Chairman of the Board and Chief Executive Officer of Waste
Management, Inc. (the "Company").
1. The term of your service commenced on October 29, 1997 and will
continue until the earliest of (a) approval by the Board of Directors of the
Company (the "Board") of the hiring of your successor as Chairman of the Board
and Chief Executive Officer of the Company, (b) your death or disability, or (c)
termination of your service by written notice given either by you or the Board
at least seven (7) days prior to the effective date of such termination.
2. As Acting Chairman of the Board and Chief Executive Officer of the
Company, you will have general responsibility for the direction and supervision
of the Company, with all powers and duties consistent with such positions,
subject to the reasonable direction of the Board. You will report directly to
the Board and will devote to your duties such time as you and the Board
determine to be necessary for the proper conduct of the business of the Company.
3. As your compensation for serving as Acting Chairman of the Board and
Chief Executive Officer, you will receive a salary at the annual rate of
$600,000, paid in accordance with the normal payroll practices of the Company,
and you are also receiving an option to purchase 75,000 shares of common stock
of the Company pursuant to the Company's 1997 Equity Incentive Plan. The
exercise price for the shares will be $23.375 per share. That option will become
exercisable as to all of the option shares upon the termination of your service
pursuant to part (a) or (b) of Paragraph 1, above, or upon earlier termination
by the Board giving notice pursuant to part (c) of Paragraph 1 above. Upon
becoming exercisable, the option will remain exercisable through the earlier of
November 3, 2007 or the 90th day after you cease to serve as a member of the
Board.
4. The salary and option described in Paragraph 3, above, will be your
exclusive compensation for your service as Acting Chairman of the Board and
Chief Executive Officer of the Company. Accordingly, you hereby waive, to the
full extent permitted by law, participation in all other compensation and
employee benefit plans, programs and practices of the Company, including (but
not by way of limitation) annual or long-term incentive compensation plans,
retirement plans (including the Supplemental Executive Retirement Plan) and
severance pay plans (including the severance program for senior officers).
5. During the term of your service, you will be entitled to be reimbursed,
pursuant to the Company's applicable expense reimbursement policies, for travel
and other expenses incurred by you in connection with your services rendered
pursuant to this letter agreement.
6. To the fullest extent permitted by law, the Company will, during and
after the term of your service as Acting Chairman of the Board and Chief
Executive Officer, indemnify you (including the advancement of expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, incurred by you in connection with the defense of any lawsuit
or other claim to which you are made or threatened to be made a party by reason
of being or having been an officer, director or employee of the Company.
7. The Company will provide for the withholding of any taxes required to
be withheld by federal, state or local law with respect to any payment in cash,
shares of stock and/or other property made by or on behalf of the Company to you
or for your benefit in connection with your service as Acting Chairman of the
Board and Chief Executive Officer. The Company may, at its option, (a) withhold
such taxes from any cash payments to which you become entitled, (b) require you
to pay to the Company in cash such amounts as may be required to satisfy such
withholding obligations and/or (c) make other satisfactory arrangements with you
to satisfy such withholding obligations.
If the foregoing is consistent with your understanding, please countersign
the enclosed copy of this letter and return it to me.
Sincerely,
WASTE MANAGEMENT, INC.
By: /s/ Peer Pedersen
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Peer Pedersen
Chairman of the Compensation and
Stock Option Committee
Accepted and agreed to
this 25 day of November 1997
/s/ Robert S. Miller
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Robert S. Miller