Annual Report — Form 10-K Filing Table of Contents
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1: 10-K Form 10-K - Annual Report HTML 1.56M
3: EX-10.10 2007 Form of Restricted Stock Unit Award Agreement HTML 41K
4: EX-10.11 2007 Form of Performance Share Unit Award HTML 55K
Agreement
2: EX-10.4 409A Deferral Savings Plan HTML 64K
5: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 14K
6: EX-21.1 Subsidiaries HTML 83K
7: EX-23.1 Consent of Independent Registered Public HTML 10K
Accountant Firm
8: EX-31.1 Certification of CEO Pursuant to Rule 15D-14(A) HTML 14K
9: EX-31.2 Certification of Svp & CFO Pursuant to Rule HTML 14K
15D-14(A)
10: EX-32.1 Certification of CEO Pursuant to Section 1350 HTML 9K
11: EX-32.2 Certification of Svp & CFO Pursuant to Section HTML 9K
1350
1.1 Purpose of Plan. Waste Management, Inc. (the “Company”) established the Waste
Management, Inc. 409A Deferral Savings Plan (the “Plan”) to provide certain eligible employees a
means to defer a portion of their base salary and/or their bonus that vests on or after January 1,2005 in compliance with Section 409A of the Internal Revenue Code so as to save for retirement The
Plan is primarily designed to give these eligible employees an additional avenue to defer amounts
that are in addition to and otherwise limited from deferral under the Waste Management Retirement
Savings Plan due to certain limitations established under the Internal Revenue Code for such plan.
The Plan is effective January 1, 2005.
1.2 Status of Plan. The Plan is intended to be an unfunded plan maintained by the
Company “primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, and the Plan shall be interpreted and administered consistent with this intent.
ARTICLE 2
DEFINITIONS
Wherever used herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context:
2.1 “Account".means an account established for the benefit of a Participant under Section 5.1,
which may include one or more sub-accounts.
2.2 “Base Salary".means the annual base salary rate payable by an Employer to an
Eligible Employee for services performed during any Plan Year that would be includible in the
Eligible Employee’s gross income for such year determined before deductions made with respect to
this Plan, the Qualified Plan, or any other plan maintained by an Employer permitting pre-tax
contributions, such as an Employer-sponsored plan established under Code Section 125. Base Salary
does not include income from stock option exercises, Bonuses and Bonus Deferrals under this Plan,
or any other type of incentive award.
2.3 “Beneficiary".means the beneficiary or beneficiaries designated by a Participant
or otherwise under Section 7.2 to receive an amount, if any, payable from such Participant’s
Account upon the death of the Participant.
2.4 “Bonus”.means the annual bonus payable under the Company’s management incentive plan.
2.5 “Bonus Deferral”.means the portion of a Bonus that is deferred by a Participant under
Section 4.2 with respect to a Plan Year.
2.6 “Change in Control”.means a Change in Control as such term is defined in the Company’s
1996 Stock Option Plan for Non-Employee Directors, as amended from time to time.
2.7 “Code”.means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations and rulings issued thereunder. Reference to any section or subsection of the Code
includes reference to any comparable or succeeding provisions of any legislation that amends,
supplements or replaces such section or subsection.
2.8 “Company”.means Waste Management, Inc., a Delaware corporation, or any successor
corporation thereto.
2.9 “Deferral Form”..means the document or documents, voice response or electronic
media prescribed by the Plan Administrator pursuant to which a Participant may make elections to
defer a portion of the Participant’s Base Salary and/or all or a portion of the Participant’s
Bonus.
2.10 “Effective Date”.means January 1, 2005, the date of the establishment of the Plan.
2.11 “Elective Deferral”.means the portion of Base Salary the receipt of which is deferred by
a Participant under Section 4.1 with respect to a Plan Year.
2.12 “Eligible Employee”.means an Employee who satisfies the eligibility requirements set
forth in Article 3.
2.13 “Employee”.means an employee of an Employer who is an eligible employee within the
meaning of the Qualified Plan.
2.14 “Employer”.means the Company or an affiliated corporation of the Company that is an
adopting employer under the Qualified Plan.
2.15 “ERISA”.means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations and rulings issued thereunder. Reference to any section or subsection
of ERISA includes reference to any comparable or succeeding provisions of any legislation that
amends, supplements or replaces such section or subsection.
2.16 “Limit”.means the Code Section 402(g) limit under the Qualified Plan.
2.17 “Matched Deferral”.means a Participant’s Elective Deferrals and Bonus Deferrals under the
Plan after the Participant reaches the Limit.
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2.18 “Matching Allocation”.means an allocation by the Employer for the benefit of a
Participant who is an Eligible Employee, as described in Section 4.4.
2.19 “Participant”.means a current or former Eligible Employee who participates in the Plan in
accordance with Article 3 or maintains an Account balance hereunder.
2.20 “Payment Form”.means the document or documents, voice response or electronic media
prescribed by the Plan Administrator pursuant to which a Participant shall elect the time and form
for distribution of his or her Account balance, as provided under Article 7.
2.21 “Plan”.means the Waste Management, Inc. 409A Deferral Savings Plan as provided herein and
as amended from time to time.
2.22 “Plan Administrator”.means the individual, individuals or committee designated by the
Company as responsible for the administration of the Plan. Unless the Company determines
otherwise, the Administrative Committee of the Waste Management Employee Benefit Plans (the
“Administrative Committee”) shall be the Plan Administrator. Notwithstanding the foregoing, in the
event of a Change in Control, the Plan Administrator shall be those individuals who were members of
the Board of Directors of the Company immediately prior to the Change in Control and who continue
as directors of the Company thereafter, but if there are no continuing directors, the Plan
Administrator shall be the Compensation Committee of the Board of Directors of the Company as
constituted prior to the Change in Control.
2.23 “Plan Committee”.means the committee designated by the Company as having the authority to
amend and/or terminate the Plan. Unless the Company determines otherwise, the Plan Committee shall
consist of the same members as the Administrative Committee.
2.24 “Plan Year”.means the calendar year; provided, that, for administrative purposes the
initial Plan year shall begin on the Effective Date and end on December 31, 2005.
2.25 “Qualified Plan”.means the Waste Management Retirement Savings Plan, as amended from time
to time.
2.26 “Total Compensation".means for a Plan Year the sum of an Eligible Employee’s Base Salary
and Bonus.
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ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility.
(a) An Employee shall be eligible to participate in the Plan for a Plan Year if his or her
stated Base Salary for the year before the Plan Year equals or exceeds $170,000, or if the Employee
is hired during the Plan Year, his or her stated Base Salary on the Employee’s date of hire equals
or exceeds $170,000.
(b) Prior to each Plan Year, the Plan Administrator shall determine the identity of those
Employees who are eligible to commence their participation in the Plan pursuant to Section 3.1(a)
and those Participants who may continue their participation in the Plan for such Plan Year pursuant
to Section 3.1(a). The Plan Administrator will notify those Employees of their eligibility to
participate (or continue participation) in the Plan and provide them with a Deferral Form. The
Plan Administrator shall have the sole discretion to determine eligibility pursuant to the Plan.
3.2 Participation. An Eligible Employee who properly completes a Deferral Form shall
become a Participant in the Plan on the first date as of which an Elective Deferral or Bonus
Deferral is credited to his or her Account. A Participant in the Plan shall continue to be a
Participant so long as any amount remains credited to his or her Account.
3.3 Suspension of Participation. If the Plan Administrator determines that a
Participant currently making Elective Deferrals or receiving Matching Allocations no longer
satisfies the eligibility requirements of Section 3.1(a) during the Plan Year, the Plan
Administrator may suspend the Participant’s Elective Deferrals and Matching Allocations until the
next following Plan Year as of which the Participant again satisfies such eligibility requirements.
In such circumstance, the Plan Administrator shall notify the Participant of such suspension. If
the Participant’s participation is suspended as described in this Section 3.3 and the Plan
Administrator determines that the Participant again satisfies the eligibility requirements of
Section 3.1(a), the Plan Administrator shall notify the Participant, and the Participant shall be
permitted to resume active participation in the Plan as of the next following Plan Year.
ARTICLE 4
DEFERRALS AND CONTRIBUTIONS
4.1 Elective Deferrals. With respect to any Plan Year, an Eligible Employee may
irrevocably elect to defer, on a pre-tax basis, up to 25% (in whole percentages) of his or her Base
Salary. Such an election is a separate and independent election from an election to defer
compensation under the Qualified Plan.
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4.2 Bonus Deferrals. With respect to any Plan Year, an Eligible Employee may
irrevocably elect to defer all or a portion of his or her Bonus (in whole percentages).
Notwithstanding the foregoing, the amount of an Eligible Employee’s Bonus eligible for deferral in
a given Plan Year shall not exceed the Bonus reduced by sum of any before-tax contributions made to
the Qualified Plan and the amount necessary to satisfy the tax due for FICA with respect to such
Bonus.
4.3 Elections.
(a) Time for Making Deferral Elections.
(i)
Elective Deferrals.
(A)
Base Salary Deferral. An election to
defer Base Salary shall be made prior to the calendar year in which the
Base Salary is earned. The Plan Administrator will notify each
Eligible Employee of the applicable election period and deadline for
filing such elections.
(B)
Newly Eligible Employees. In the case
of an Eligible Employee in his or her first year of employment, an
election to defer Base Salary must be made within 30 days after the
Eligible Employee begins employment and at least five business days
before the commencement of the first payroll period for which the
election is effective. Such elections are effective only with respect
to Base Salary earned after the effective date of the election.
(ii)
Bonus Deferrals. An election to defer a Bonus must be made
prior to the calendar year in which the bonus is earned; provided, as the Plan
Administrator may permit, that for any portion of a Bonus that constitutes
“performance based compensation,” within the meaning assigned that term under
Section 409A of the Internal Revenue Code, the election may be made as late as
six months and one day prior to the expiration of the performance measurement
period.
(b) Deferral Forms; Irrevocability. All Deferral Forms for Elective and Bonus Deferrals must
be timely filed, recorded or otherwise made in the manner prescribed by the Plan Administrator. An
Eligible Employee may change a prior election up to the date established under Section 4.3(i) or
(ii), as applicable. However, from and after the last date permitted for making such elections,
all deferral elections pursuant to this Article 4 shall be irrevocable.
(c) No Election. A Deferral Form for a Plan Year shall not apply to subsequent Plan Years.
If no election to defer Base Salary or Bonuses is made for a given Plan Year, no deferrals shall be
made for such Plan Year.
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4.4 Matching Allocations.
(a) No later than the latest date permitted by Code Section 404 for matching contributions
under the Qualified Plan with respect to each Plan Year thereunder (or such later date that the
need for a matching contribution is determined), the Employer shall credit a Matching Allocation to
the Account of each Participant who is an Eligible Employee and is entitled to such a contribution
pursuant to Section 4.4(b).
(b) With respect to each payroll period after a Participant reaches the Limit, such
Participant shall receive a Matching Allocation equal to (i) 100% of the Participant’s Matched
Deferrals up to 3% of the Participant’s Total Compensation, plus (ii) 50% of the Participant’s
Matched Deferrals in excess of 3% of the Participant’s Total Compensation, up to 6% of the
Participant’s Total Compensation. Notwithstanding the foregoing, the Committee, in its sole and
absolute discretion, may adjust a Participant’s Matching Allocation to the extent necessary to
ensure that he or she does not receive matching contributions under this Plan and the Qualified
Plan that exceed the sum of (i) 100% of the Participant’s deferrals under this Plan and elective
contributions under the Qualified Plan up to 3% of Total Compensation and (ii) 50% of the
Participant’s deferrals under this Plan and elective contributions under the Qualified Plan in
excess of 3% of Total Compensation, up to 6% of Total Compensation.
ARTICLE 5
ACCOUNTS
5.1 Accounts. The Plan Administrator shall establish an Account for each Participant
to reflect Elective Deferrals, Bonus Deferrals and Matching Allocations, if any, made for the
Participant’s benefit together with any adjustments for income, gain or loss and any payments from
the Account. A separate sub-account shall be established for Elective Deferrals, Bonus Deferrals,
if any, and Matching Allocations, if any. Elective Deferrals shall be credited as of the end of
each payroll period, and Bonus Deferrals shall be credited as of the date on which the Bonus would
otherwise be paid. The Accounts are established solely for the purposes of tracking Elective
Deferrals, Bonus Deferrals, Matching Allocations and any income adjustments thereto. The Accounts
shall not be used to segregate assets for payment of any amounts deferred or allocated under the
Plan.
5.2 Investments.
(a) Amounts credited to each Participant’s Account shall be deemed invested, in accordance
with the Participant’s directions, in one or more investment funds that are available under the
Plan. If a Participant does not make investment elections with respect to amounts credited to his
or her Account, such amounts shall be deemed invested in the Moderate Asset Allocation Fund or such
other investment fund as the Investment Committee of the Waste Management Employee Benefit Plans
may direct.
(b) A Participant shall make his or her investment fund selections at such time as he or she
files the Deferral Form, as described in Article 4. Investments must be
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made in whole percentages. A Participant may change his or her investment elections at any
time, or may reallocate amounts invested among the investment funds available under the Plan.
(c) Expense charges for transactions performed for each Participant’s sub-account shall be
debited against each respective sub-account and shall be listed on the quarterly statement. Other
Plan charges and administrative expenses will be paid by the Employer without debit against
Participant Accounts.
5.3 Statements. As soon as practicable following the last business day of each
calendar quarter, the Plan Administrator (or its designee) shall provide the Participant with a
statement of such Participant’s Account reflecting the deemed income, gains and losses (realized
and unrealized), amounts of deferrals and distributions with respect to such Account since the
prior statement.
ARTICLE 6
VESTING
Subject to the provisions of Sections 7.4 and 8.1, a Participant shall at all times have a
fully vested and nonforfeitable right to all Elective Deferrals, Bonus Deferrals, if any, and
Matching Allocations, if any, credited to the Participant’s Account, adjusted for deemed income,
gain and loss attributable thereto.
ARTICLE 7
DISTRIBUTION OF ACCOUNTS
7.1 Election as to Time and Form of Payment.
(a) General Payment Options. A Participant must elect, on the deferral election form, one of
the following payment options for all amounts credited to a Participant’s Account:
(i)
a lump sum payment in February of the calendar year following
either (A) a future date or age that occurs on or after termination of
employment, or (B) retirement at age 65; or
(ii)
annual installments over a period of up to ten years (as
elected by the Participant), to begin in February of the calendar year
following a specific date or age.
Any such election shall be made in accordance with procedures and rules established by the
Plan Administrator.
If a Participant does not make an election, distribution shall be made in a single lump sum in
February of the calendar year following the Participant’s termination of employment. Payments from
a Participant’s Account may be in cash or in property, as determined by the Plan Administrator or
the trustee of any existing trust from which payment is made.
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For purposes of the Plan, a Participant shall terminate employment when the Participant
separates from service with the Company and all majority-owned subsidiaries of the Company.
However, temporary absence from employment because of illness, vacation, approved leaves of
absences, and transfers of employment among the Company and its majority-owned subsidiaries shall
not be considered a termination of employment or an interruption of employment.
(b) Distributions to Key Employees. Notwithstanding any provision in this Plan to the
contrary, distributions to “key employees,” as such term is defined under Section 409A of the
Internal Revenue Code, shall not commence until at least a date six months and one day from date on
which the Participant separates from service with the Company and all majority-owned subsidiaries
of the Company; provided, however, that such a delay in commencement of payments shall not apply to
distributions resulting from death, disability, unforeseeable emergency or change in control.
(c) Scope of Elections. The elections under this Section 7 shall apply to all amounts
credited to a Participant’s Account.
(d) Permitted Changes.
(i)
Acceleration of Payment. Except as provided herein or as
permitted by Section 409A of the Internal Revenue Code, a Participant may not
elect to modify an existing election to accelerate the time or form of payment.
(ii)
Election to Further Defer Payment. Subject to approval by the
Plan Administrator and in a form consistent with Section 409A of the Internal
Revenue Code, a Participant may change the payment form or date elected for
distribution with respect to an existing election by properly completing a form
provided by the Plan Administrator provided that:
(A)
the first payment date under the new election
is at least five years after the date payment would have begun under
the original election;
(B)
such election is filed with the Plan
Administrator at least twelve months before the first payment is due
under the election to be modified; and
(C)
the modified election does not take effect
until at least twelve months after the modification is made.
7.2 Death.
(a) If a Participant dies before payment or complete distribution (in the case of installment
payouts) of his or her Account, all amounts credited to the
Participant’s Account shall be paid to the Participant’s designated Beneficiary, according to the
Participant’s distribution election.
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(b) A Participant may designate a Beneficiary by notifying the Plan Administrator in writing,
at any time before Participant’s death, on a form prescribed by the Plan Administrator for that
purpose. A Participant may revoke any Beneficiary designation or designate a new Beneficiary at
any time without the consent of a Beneficiary or any other person. If no Beneficiary is designated
or no Beneficiary survives the Participant, payment shall be made to the Participant’s surviving
spouse, or, if none, to the Participant’s estate.
7.3 Unforeseeable Emergency. If a Participant experiences an unforeseeable emergency,
the Plan Administrator, in its sole discretion, may pay to the Participant only that portion, if
any, of the Participant’s Account that the Plan Administrator determines is necessary to satisfy
such emergency, including any amounts necessary to pay any federal, state or local income taxes
reasonably anticipated to result from the distribution. A Participant requesting a distribution
due to an unforeseeable emergency shall apply for the distribution in writing using a form
prescribed by the Plan Administrator for that purpose and shall provide such additional information
as the Plan Administrator may require. For purposes of the Plan, an “unforeseeable emergency”
means a severe financial hardship resulting from:
(a) Illness or accident of the Participant, his or her spouse, or a dependent of the
Participant;
(b) Loss of Participant’s property due to casualty; or
(c) Any other similar extraordinary and unforeseeable circumstance arising from events beyond
the Participant’s control that constitutes an unforeseeable emergency within the meaning assigned
that term by Section 409A of the Internal Revenue Code.
7.4 Taxes. Income taxes and other taxes payable with respect to an Account shall be
deducted from such Account. All federal, state or local taxes that the Plan Administrator
determines are required to be withheld from any payments made pursuant to this Article 7 shall be
withheld.
ARTICLE 8
PLAN ADMINISTRATION
8.1 Plan Administration and Interpretation. The Plan Administrator shall oversee the
administration of the Plan. The Plan Administrator shall have complete control and authority to
determine the rights and benefits and all claims, demands and actions arising out of the provisions
of the Plan of any Participant, Beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan. Benefits under the Plan shall be paid only if the
Plan Administrator decides in its discretion that the Eligible Employee, Participant or
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Beneficiary is entitled to them. Notwithstanding any other provision of the Plan to the
contrary, the Plan Administrator shall have complete discretion to interpret the Plan and to decide
all matters under the Plan. Such interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or through any Participant, in the
absence of clear and convincing evidence that the Plan Administrator acted arbitrarily and
capriciously. Any individual serving as Plan Administrator who is a Participant shall not vote or
act on any matter relating solely to himself or herself. When making a determination or
calculation, the Plan Administrator shall be entitled to rely on information furnished by a
Participant, a Beneficiary, the Employer or a trustee (if any). The Plan Administrator shall have
the responsibility for complying with any reporting and disclosure requirements of ERISA.
8.2 Powers, Duties, Procedures. .The Plan Administrator shall have such
powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may
appoint such officers or agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal procedures with respect to
the Plan as the Plan Administrator may establish.
8.3 Information. To enable the Plan Administrator to perform its functions, the
Employer shall supply full and timely information to the Plan Administrator on all matters relating
to the compensation of Participants, their employment, retirement, death, termination of
employment, and such other pertinent facts as the Plan Administrator may require.
8.4 Indemnification of Plan Administrator. The Employer agrees to indemnify and to
defend to the fullest extent permitted by law any director, officer or employee who serves as Plan
Administrator (including any such individual who formerly served as Plan Administrator) against all
liabilities, damages, costs and expenses (including reasonable attorneys’ fees and amounts paid in
settlement of any claims approved by the Employer in writing in advance) occasioned by any act or
omission to act in connection with the Plan, if such act or omission is in good faith.
ARTICLE 9
AMENDMENT AND TERMINATION
9.1 Authority to Amend and Terminate. Subject to Section 9.2, the Plan Committee
shall have the right to amend or terminate the Plan at any time. If the Plan is terminated and a
trust is established (as described in Section 10.1), the trust will pay benefits hereunder as they
become due as if the Plan had not terminated.
9.2 Existing Rights. No amendment or termination of the Plan shall adversely affect
the rights of any Participant with respect to amounts that have been credited to his or her Account
prior to the later of the date such amendment or termination is adopted or effective.
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ARTICLE 10
MISCELLANEOUS
10.1 No Funding. The Company intends that the Plan constitute an “unfunded” plan for
tax purposes and for purposes of Title I of ERISA; provided that the Plan Administrator may
authorize the creation of trusts and deposit therein cash or other property, or make other
arrangements to meet the Company’s obligations under the Plan, and further provided that such a
trust shall be established upon a Change in Control, if none has previously been established, and
the Company shall make a contribution to such trust effective as of the date of the Change in
Control in an amount equal to the sum of the value of all Participant Accounts (including deemed
investment gains) under the Plan as of such date and all contributions made to the Trust as of the
date of the Change in Control shall thereafter be irrevocable until all Accounts under the Plan
have been paid in full. Such trusts or other arrangements shall be consistent with the unfunded
status of the Plan, unless the Plan Administrator otherwise determines with the consent of each
Participant. In the event that such a trust or other arrangement is established, any Matching
Allocations under the Plan may be made in cash or in property (either in part or in whole),
including common stock of the Company.
10.2 General Creditor Status. The Plan constitutes a mere promise by the Company to
make payments in accordance with the terms of the Plan and Participants and Beneficiaries shall
have the status of general unsecured creditors of the Company. Nothing in the Plan will be
construed to give any employee or any other person rights to any specific assets of the Company or
of any other person.
10.3 Non-assignability. None of the benefits, payments, proceeds or claims of any
Participant or Beneficiary shall be subject to any claim of any creditor of any Participant or
Beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other
legal process by any creditor of such Participant or Beneficiary, nor shall any Participant or
Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the
benefits or payments or proceeds that he or she may expect to receive, contingently or otherwise
under the Plan.
10.4 Limitation of Participant’s Rights. Nothing contained in the Plan shall confer
upon any person a right to be employed or to continue in the employ of an Employer, or to
interfere, in any way, with an Employer’s right to terminate the employment of a Participant in the
Plan at any time, with or without cause.
10.5 Participants Bound. Any action with respect to the Plan taken by the Plan
Administrator or a trustee (if any), or any action authorized by or taken at the direction of the
Plan Administrator or a trustee (if any), shall be conclusive upon all Participants and
Beneficiaries entitled to benefits under the Plan.
10.6 Satisfaction of Claims; Unclaimed Benefits. Any payment to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims under the Plan against the Employer, the Plan Administrator and a
trustee (if any) under the Plan, and the Plan Administrator
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may require such Participant or Beneficiary, as a condition precedent to such payment, to
execute a receipt and release to such effect. If any Participant or Beneficiary is determined by
the Plan Administrator to be incompetent by reason of physical or mental disability (including
minority) to give a valid receipt and release, the Plan Administrator may cause the payment or
payments becoming due to such person to be made to another person for his or her benefit without
responsibility on the part of the Plan Administrator, the Employer or a trustee (if any) to follow
the application of such funds. In the case of a benefit payable on behalf of a Participant, if the
Plan Administrator is unable to locate the Participant or beneficiary to whom such benefit is
payable, upon the Plan Administrator’s determination thereof, such benefit shall be forfeited to
the Company. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant
or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited
benefit shall be restored to the Plan by the Company.
10.7 Governing Law and Severability. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the State of Texas. If any provision is held by
a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.
10.8 Not Contract of Employment. The adoption and maintenance of the Plan shall not
be deemed to be a contract between the Company and any person or to be consideration for the
employment of any person. Nothing herein contained shall be deemed to give any person the right to
be retained in the employ of the Company or to restrict the right of the Company to discharge any
person at any time nor shall the Plan be deemed to give the Company the right to require any person
to remain in the employ of the Company or to restrict any person’s right to terminate his
employment at any time.
10.9 Severability. If any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall be construed and enforced as if
said illegal or invalid provision had never been included herein.
10.10 Headings. Headings and subheading in the Plan are inserted for convenience only
and are not to be considered in the construction of the provisions hereof.
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Dates Referenced Herein and Documents Incorporated by Reference
