WASTE MANAGEMENT, INC., for and on behalf of its affiliated corporations (collectively referred to as the
"Company") and ROBERT G. SIMPSON (the "Employee") hereby enter into this EMPLOYMENT
AGREEMENT ("Agreement") dated as of October 15, 1998, as follows:
The Company shall employ Employee, and Employee 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 Employee's employment under this Agreement shall begin as of November 17, 1998, and shall
continue for a period of three (3) years thereafter
(the "Initial Term") and shall be automatically renewed for successive one (1)
year periods thereafter, unless Employee's employment is terminated in accordance with Section 6 below.
3. DUTIES AND RESPONSIBILITIES.
(a) Employee shall serve as Vice President, Taxation. In such capacity, Employee shall perform such duties as
may be assigned to Employee from time to time by the Company.
(b) Employee shall faithfully serve the Company and/or its affiliated corporations, devote Employee's full working
time, attention and energies to the business of the Company and/or its affiliated corporations, and perform the
duties under this Agreement to the best of Employee's abilities.
(c) Employee shall (i) comply with all applicable laws, rules and regulations, and all requirements of all applicable
regulatory, self-regulatory, and administrative bodies; (ii) comply with the Company's rules, procedures, policies,
requirements, and directions; and (iii) not engage in any other business or employment without the written consent
of the Company, except as otherwise specifically provided herein.
4. COMPENSATION AND BENEFITS.
(a) BASE SALARY. During the Employment Term, the Company shall pay Employee a base salary at the annual
rate of Two Hundred Fifty Thousand ($250,000) Dollars per year, or such higher rate as may be determined
from time to time by the Company ("