Waste Management Holdings Inc – ‘10-K’ for 12/31/97 – EX-10.50

As of:  Monday, 3/30/98   ·   For:  12/31/97   ·   Accession #:  950131-98-2155   ·   File #:  1-07327

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        136    852K 
 2: EX-4.3      Credit Agreement Dated 12-29-97                       47    220K 
 5: EX-10.11    Amend. #2 to Non-Qual. Profit Shar. & Sav. Plan        3     17K 
 6: EX-10.42    Employment Security Agreement                          7     35K 
 7: EX-10.45    Letter Agreement                                       2     16K 
 8: EX-10.46    Form of Restricted Stock Agreement                     8     27K 
 9: EX-10.47    Receivables Sale Agreement                            61    221K 
10: EX-10.48    Receivables Transfer & Servicing Agmt.               117    464K 
11: EX-10.49    Rev. Getz Employment Security Agmt.                    3     15K 
12: EX-10.50    Loan & Indemnification Agreement                       2     15K 
13: EX-10.51    Employment Security Agreement                          8     36K 
14: EX-10.53    Wmx Technologies Employment Security Agreement         8     36K 
15: EX-10.54    Employment Security Agreement                          7     35K 
16: EX-10.55    Wmx Technologies Employment Security Agreement         7     35K 
17: EX-10.56    Wmx Technologies Security Agreement                    7     35K 
 3: EX-10.6     Supplemental Executive Retirement Plan                11     43K 
 4: EX-10.8     Employment Security Agreement                          7     33K 
18: EX-12       Computation of Ratio of Earnings                       3±    18K 
19: EX-21       List of Subsidiaries                                  29    100K 
20: EX-23       Consent of Independent Public Accts.                   1      9K 
21: EX-27.1     Financial Data Schedule                                2     12K 
22: EX-27.2     Financial Data Schedule                                2     12K 

EX-10.50   —   Loan & Indemnification Agreement

EX-10.50
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                                                                 Exhibit 10.50

November 25, 1997                                                               

Mr. Herbert A. Getz                                                             
3003 Butterfield Road                                                           
Oak Brook, Illinois 60523                                                       

Re: Loan and Indemnification Agreement                                          

Dear Herb:                                                                      

     You currently hold options to acquire 240,000 shares of the common stock of
Wheelabrator Technologies Inc. ("WTI") at an option exercise price of $8.9031   
per share, under the 1986 Stock Plan for Executive Employees of Wheelabrator    
Technologies Inc. and its Subsidiaries (the "WTI 1986 Plan"). These grants of   
stock options expire on November 30, 1997. Ordinarily, you could exercise these 
options and sell the shares of common stock of WTI that you would receive (the  
"WTI Option Shares") and benefit from the increase in the price of WTI's common 
stock that has resulted from, among other things, the pending offer by Waste    
Management, Inc. (the "Company") to acquire all of the publicly held shares of  
common stock of WTI (the "WTI Offer"). However, under the Company's securities  
trading policy, you have been denied the ability to sell the WTI Option Shares  
while the negotiation of the WTI Offer is pending. As a result of this          
unforeseeable conjunction of the impending expiration of the WTI options, the   
Company's pending negotiations with WTI, and the Company's securities trading   
policy, the Board of Directors of the Company has determined that it would be   
appropriate to preserve for you the ability to benefit from the value of your   
WTI options and to hold you harmless from the adverse consequences of the       
Company's requirement that you comply with the Company's securities trading     
policy. Accordingly, the Board of Directors has authorized me, on behalf of the 
Company, to enter into an agreement with you upon the following terms and       
conditions.                                                                     

Upon the terms of the Promissory Note and Security Agreement attached 
hereto as Exhibit 1 (the "Note"), the Company will loan you $2,136,744, the     
aggregate exercise price of your WTI options, to be used solely for payment of  
the aggregate exercise price of your WTI options. This loan will be fully       
collaterized by a security interest in such number of WTI Option Shares that,   
valued at $15.375, yesterday's closing price, shall be equal to the principal   
amount of the loan. You will also surrender a sufficient number of shares of WTI
common stock to WTI to satisfy applicable federal and state income tax          
withholding requirements, pursuant to the terms of the WTI 1986 Plan. To hold   
you harmless from the risk that the Company's securities trading policy would   
deny you the ability to sell the WTI Option Shares for at least the amount of   
the Company's lowest publicly-disclosed offer price in the WTI Offer (the       
"Lowest Offer Price"), the Company hereby agrees to indemnify you to the extent 
that the market price for WTI common stock on the date that you receive         
clearance to sell the WTI Option Shares is below the Lowest Offer Price (the    
"Sale Price Indemnification"). The Company will also indemnify you for the      
interest due on the Note, and any consequence resulting from the federal and    
state income and                                                                

EX-10.50
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payroll taxation on the imputation of interest income and income from the Sale  
Price Indemnification, if any. These income items will be grossed-up for federal
and state income and payroll tax purposes and added to your Form W-2.           

If you agree with the terms of this agreement, please indicate your   
acceptance of the agreement by signing below, and by executing and delivering   
the attached Promissory Note and Security Agreement, UCC-1 forms, and option    
exercise forms on or before November 28, 1997.                                  

Very truly yours,                                                               

WASTE MANAGEMENT, INC.                                                          

By:  /s/ Peer Pedersen                                                          
------------------------                                                
Peer Pedersen                                                           
Chairman, Compensation and Stock Option Committee                       

AGREED AND ACCEPTED:                                                            

/s/ Herbert A. Getz                                                         
-------------------------                                                       
Herbert A. Getz                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/30/98							DEF 14A,  DEFM14A
For Period End:		12/31/97
		11/30/97		1
		11/28/97		2
		11/25/97		1
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