e8vk
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 4, 2005
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-12154 |
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73-1309529 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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1001 Fannin, Suite 4000
Houston, Texas |
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77002
(Zip Code) |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone number, including area code:
(713) 512-6200
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 1.01 |
Entry into a Material Definitive Agreement |
On August 4, 2005, Recycle America Alliance, L.L.C.
(“RAA”), a majority owned subsidiary of Waste
Management, Inc. (the “Company”), entered into an
employment agreement with Patrick DeRueda, President of RAA,
effective as of March 1, 2005. The Company announced in
March that Mr. DeRueda had been named President of RAA,
reporting directly to Larry O’Donnell, President and Chief
Operating Officer of the Company.
The agreement is for a term of two years, and automatically
renews for successive one-year periods thereafter. During the
employment period, Mr. DeRueda shall be paid a minimum base
salary of $270,000 per year and shall be entitled to a
bonus in accordance with the Company’s incentive
compensation plan. Mr. DeRueda shall have a target annual
bonus of 60% of his base salary, although his actual bonus may
range from 0 — 120% of his base salary, depending on
the achievement of certain personal and corporate performance
goals. Additionally, Mr. DeRueda shall be entitled to
certain perquisites, including an annual automobile allowance,
financial planning services, social organization initiation fees
and dues and an annual physical examination. Mr. DeRueda
shall also be entitled to participate in or receive benefits
under any and all plans and programs made available to executive
employees of the Company generally.
In the event of the termination of Mr. DeRueda’s
employment by the Company, he will be entitled to certain
severance payments. Specifically, if Mr. DeRueda is
terminated without cause, in addition to the benefits all
employees receive, including all accrued but unpaid base salary
and payments under applicable Company plans, policies and
arrangements, Mr. DeRueda generally is entitled to a cash
payment equal to two times his base salary and target bonus;
continuation of all health and welfare plan benefits for him and
his family for the lesser of two years, his death or until he
becomes covered by a subsequent employer; and a pro-rated bonus
payment for the year in which he is terminated. In the event
Mr. DeRueda is terminated without cause, or leaves the
Company for good reason, in connection with a change in control,
he generally is entitled to the same benefits that he would
receive as described for a termination without cause, except
that his cash payment will be three times his base salary and
target bonus, benefits will continue for a period of three years
and he will receive 100% of the maximum bonus available, pro
rated to the date of termination. In the event
Mr. DeRueda’s employment is terminated by reason of
death or total disability, he generally will receive all amounts
accrued but unpaid at the date of termination, a pro rated bonus
payment and any benefits to which he is entitled pursuant to the
plans, policies and arrangements of the Company in accordance
with their terms.
Mr. DeRueda’s agreement also contains certain
restrictive covenants, including covenants not to compete or
solicit Company customers or employees for a period of two years
after the termination of his employment, and a covenant not to
disparage the Company.
The terms “cause,” “good reason,” and
“total disability” are all defined in
Mr. DeRueda’s employment agreement.
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| Item 9.01. |
Financial Statements and Exhibits. |
(c) Exhibits
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Exhibit 10.1: |
Employment Agreement between Recycle America Alliance, L.L.C.
and Patrick DeRueda, dated August 4, 2005. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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By: |
/s/ Rick L Wittenbraker |
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Rick L Wittenbraker, |
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Senior Vice President |
Date: August 8, 2005
Exhibit Index
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| Exhibit |
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Description |
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10 |
.1 |
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Employment Agreement between Recycle America Alliance, L.L.C.
and Patrick DeRueda, dated August 4, 2005 |