USA WASTE SERVICES, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
USA Waste Services, Inc. hereby establishes the USA Waste Services, Inc. 1997 Employee Stock Purchase
Plan (the "Plan"), the terms of which are as set forth below.
As used in the Plan the following terms shall have the meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the committee appointed by the Board to administer the Plan as described in Section 4
(d) "Common Stock" means the common stock, $0.01 par value, of the Company.
(e) "Company" means USA Waste Services, Inc., a Delaware corporation, or any successor.
(f) "Continuous Employment" means the absence of any interruption or termination of service as an Eligible
Employee with the Company and/or its Participating Subsidiaries. Continuous Employment shall not be
considered interrupted in the case of an authorized leave of absence, provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.
(g) "Eligible Compensation" means, with respect to each Participant for each pay period, the regular base
earnings paid to the Participant by the Company or one or more Participating Subsidiaries during the Offering
Period, plus any elective salary deferral contributions made therefrom pursuant to Code Section 125 or Section
(h) "Eligible Employee" means an employee of the Company or one of its Participating Subsidiary who is
customarily employed for at least 20 hours per week and more than five months in a calendar year.
(i) "Enrollment Date" means the first day of each Offering Period.
(j) "Exercise Date" means the last day of each Offering Period.
(k) "Exercise Price" means the price per share of the shares of Common Stock offered in a given Offering Period
determined as provided in Section 10 below.
(l) "Fair Market