WASTE MANAGEMENT, INC. (the "Company"), and ROBERT E. DEES, JR. (the "Executive") hereby enter
into this EMPLOYMENT AGREEMENT ("Agreement") dated as of May 10, 2000 (the "Effective Date"), as
The Company shall employ Executive, and Executive shall be employed by the Company upon the terms and
subject to the conditions set forth in this Agreement.
2. TERM OF EMPLOYMENT.
The period of Executive's employment under this Agreement shall commence on May 22, 2000, and be for a
continuously renewing (on a daily basis) three (3) year term, without any further action by either the Company or
Executive, unless Executive's employment is terminated in accordance with Section 5 below. The date on which
Executive commences employment with the Company shall be referred to as the "Commencement Date" and the
period during which Executive is employed hereunder shall be referred to as the "Employment Period".
3. DUTIES AND RESPONSIBILITIES.
(a) Executive shall serve as Senior Vice President-People. In such capacity, Executive shall perform such duties
and have the power, authority and functions commensurate with such positions in similarly sized public companies
and such other authority and functions consistent with such positions as may be assigned to Executive from time
to time by the Chief Executive Officer, President, or the Board of Directors.
(b) Executive shall devote substantially all of his working time, attention and energies to the business of the
Company, and affiliated entities. Executive may make and manage his personal investments (provided such
investments in other activities do not violate, in any material respect, the provisions of Section 8 of this
Agreement), be involved in charitable and professional activities and, with the consent of the Board, serve on
boards of other for profit entities, provided such activities do not materially interfere with the performance of his
4. COMPENSATION AND BENEFITS.