EXHIBIT 10.1
EMPLOYMENT AGREEMENT
WASTE MANAGEMENT, INC. (the "Company"), and LAWRENCE O'DONNELL, III (the "Executive")
hereby enter into this EMPLOYMENT AGREEMENT ("Agreement") dated as of January 21, 2000, as follows:
1. EMPLOYMENT.
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 February 14, 2000, or sooner at
the option of the Executive, and be for a continuously renewing (on a daily basis) five (5) 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 and General Counsel, and shall serve as Secretary to the
Board of Directors of the Company (the "Board"). In such capacities, 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 Board.
(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 (which shall
not unreasonably be withheld or delayed) serve on boards of other for profit entities, provi