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-10.11 — Amend. #2 to Non-Qual. Profit Shar. & Sav. Plan
Exhibit Table of Contents
EXHIBIT 10.11
AMENDMENT NO. 2
TO THE
WASTE MANAGEMENT
NON-QUALIFIED
RETIREMENT SAVINGS PLUS PLAN
WHEREAS, Waste Management, Inc., a Delaware corporation (the
"Corporation"), has maintained the Non-Qualified Retirement Savings Plus Plan,
previously known as the Non-Qualified Profit Sharing and Savings Plus Plan, (the
"Plus Plan") since January 1, 1994, and subsequently amended and restated the
Plus Plan as of January 1,1996 and amended the Plus Plan January 1, 1997; and
WHEREAS, pursuant to Subsection 5.3 of Section V of the Plus Plan, the
Corporation reserves the right to amend the Plus Plan at any time; and
WHEREAS, the Corporation now desires to amend the Plus Plan to broaden the
scope of those eligible to participate, to allow for a supplemental allocation
to the extent qualified matching contributions are limited, to limit the level
of voluntary deferrals and to make other desirable changes;
NOW, THEREFORE, the Plus Plan is hereby amended as follows:
I.
Effective January 1, 1998, the name of the Plus Plan be changed to the
Waste Management Non-Qualified Retirement Savings Plus Plan.
II.
Effective January 1, 1998, Section 1.1 is amended to read as follows:
Account. The record of a Participant's interest under the Plan. Accounts
are kept solely for record keeping purposes and shall not require
segregation of any Company assets. Accounts are subdivided into the (i)
Profit Sharing Plus Account; (ii) Voluntary Deferral Account; (iii)
Matching Supplement Account; and the (iv) Matching Plus Account.
III.
Effective January 1, 1998, a new Section 1.8.A is added to read as follows:
Matching Account. The record under the Savings Plan of the basic matching
contributions allocated to a Participant thereunder, plus any earnings and
minus any losses.
IV.
Effective January 1, 1998, all references to "Profit Sharing Plan" shall be
deemed to mean "Savings Plan", unless the context otherwise requires, and
Section 1.13 is amended to read as follows:
Savings Plan. The Waste Management Retirement Savings Plan.
V.
Effective July 1, 1997, Section 3.1 is amended to read as follows:
3.1 Participation. For any given Plan Year, any employee of the
Company or any of its majority-owned subsidiaries will be eligible to
participate in the Plan if he or she (i) is (a) an active Participant in
the Profit Sharing Plan (or, after December 31, 1997, the Savings Plan), or
(b) if in the six-month waiting period of the Savings Plan, classified as
job level C or above under the Company's compensation brackets, and (ii) is
classified as job level G or above under the Company's compensation
brackets.
VI.
Effective July 1, 1997, Section 4.3 is amended to read as follows:
4.3 Voluntary Deferral Elections. Prior to the beginning of each
Plan Year, a Participant may elect, on a form provided by the Committee, to
have his Compensation reduced in increments of 1% up to a maximum of (i) in
the case of base salary, (A) 100% for Participants who are classified as
job level C or above under the Company's compensation brackets, or (B) 20%
for all other Participants, and (ii) in the case of annual bonus, 100% of
the amount payable, or such other percentage as specified from time to time
by the Committee in accordance with such rules and other limitations as the
Committee may from time to time specify.
VII.
Effective January 1, 1998, a new Section 4.3A shall be added to read as
follows:
4.3A Allocation to Matching Supplement Account. If during a Plan
Year, (i) a Participant has made the maximum 401(k) election allowable
under the
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Savings Plan and has not received the full basic match in the Savings Plan
otherwise available but for the restrictions of Code Sections 401(a)(17),
401(k), 401(m) and 415, and (ii) the Participant makes Savings Supplement
deferrals, such Participant's Matching Supplement Account shall be credited
as of the end of each calendar year with an amount equal to:
(a) $1 for each $1 of the first $750 of Savings Supplement elected
in the calendar year plus $.50 for each $1 of Savings Supplement elected in
the calendar year above $750 up to 6% of Compensation up to $500,000, minus
(b) the basic matching contribution that was actually allocated to
the Participant's Matching Account for the calendar year.
VIII.
Effective January 1, 1997, Section 4.6(b) is amended to read as follows:
(b) With respect to the payment of benefits hereunder, (A) the
payment of any (i) amounts of any deferred bonus deemed to be invested in
Company stock and the deemed earnings thereon and (ii) Matching Plus
Account balances, shall be made in Company common stock, and (B) the
payment of any amounts not described in (A) shall be made in cash. In the
case of payment in Company common stock, the stock shall be valued at its
fair market value as of the applicable date (i.e., Termination of
Employment or the one year anniversary of Termination of Employment) which
shall, unless the Committee otherwise determines, be the average of the
closing sale prices per share of the Company's common stock on the New York
Stock Exchange Composite Tape (as reported in The Wall Street Journal,
Midwest Edition) (or if the Company's common stock is not then trade don
the New York Stock Exchange, reported on the principal market where such
common stock is actively traded) on each of the ten trading days
immediately preceding the applicable date.
IX.
Except as set forth herein, the provisions of the Plus Plan shall remain in
effect.
IN WITNESS WHEREOF, this Amendment No. 2 has been executed on this 30th day
of December 1997, by a duly authorized officer of the Corporation.
/s/ Herbert A. Getz
----------------------------------------
Herbert A. Getz
Senior Vice President and Secretary
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Dates Referenced Herein and Documents Incorporated by Reference
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