Common use of Deferral Elections Clause in Contracts

Deferral Elections. a. The Committee may establish procedures for Employee to elect to defer, until a time or times later than the vesting of PSU Awards, receipt of all or a portion of the shares of Common Stock deliverable under the Awards. Any such deferral election (“Deferral Election”) must be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to a Deferral Election does not confer any shareholder rights to Employee unless and until the date the deferral expires and certificates representing such shares are delivered to Employee. b. No deferrals of Dividend Equivalents are permitted. In the event shares of Common Stock received upon vesting of PSU Awards are deferred pursuant to a valid Deferral Election, then the Company will pay Dividend Equivalents to Employee in cash on such deferred shares of Common Stock, as soon as administratively feasible following the payment of such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only (i) in accordance with the terms of the WM 409A Plan and (ii) as allowed in compliance with Section 409A. Any provision that would conflict with such requirements is not valid or enforceable. Employee acknowledges, without limitation, and consents that the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or the WM 409A Plan. Employee and the Company agree to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.

Deferral Elections. a. The Committee may establish procedures for Employee Participant had the right to elect to defer, until a time or times later than the vesting of PSU Awards, receipt defer distribution of all or a portion (in increments equal to the number of RSUs that vest on each Vesting Date) of an Award of RSUs beyond the shares of Common Stock deliverable under the Awards. Any such deferral election (vesting schedule set forth in Section 3, a “Deferral Election”) must .” Any RSUs that Participant elected to defer pursuant to such Deferral Election and this Section 4 shall cease to be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to forfeiture after they have vested under Section 3. For purposes of this Award, in order to be effective, a Deferral Election does must have been irrevocably made in writing by Participant no later than September 30, 2014; provided, however, in no event may a Deferral Election be made outside the timeframe permitted under Section 409A of the Code (i.e., after the amount payable with respect to the Incentive Plan for a fiscal year has become readily ascertainable for purposes of Section 409A). A Deferral Election is irrevocable when made and, except as noted in this Section, may not confer be changed for any shareholder rights reason. To the extent that a Deferral Election has been made by Participant, the Company (and the Committee) may not take any action under the Incentive Plan that would have the effect of accelerating a payment with respect to Employee unless and until Participant in violation of Section 409A of the Code. A Deferral Election may have been made with respect to each or any portion of the Award that vests on a Vesting Date; provided, however, that any deferral had to have been made in five (5) year increments from the applicable Vesting Date (the date on which each such deferral ends, as designated by Participant in the deferral expires Deferral Election, a “Designated Deferral Date”) and certificates representing such shares are delivered to Employee. b. No deferrals only one Designated Deferral Date may have been elected for each Award of Dividend Equivalents are permittedRSUs. In the event shares Participant made a Deferral Election with respect to any portion of Common Stock received this Award, the deferred RSUs will not be distributed to Participant until the Designated Deferral Date is reached; provided, however, that a Designated Deferral Date will cease to be effective and any deferred RSUs shall be distributed in accordance with Section 2 of this Agreement (and subject to the limitation with respect to Specified Employees contained in Section 3) upon vesting (i) Participant’s Separation from Service, including a Separation from Service due to Death or Disability, or (ii) a Change of PSU Awards are deferred pursuant to a valid Control, in which case, the date of such event shall be considered the Designated Deferral Date for purposes of the remainder of this Agreement. Participant’s Deferral Election, then if any, is reflected on the Company will pay Dividend Equivalents third party website to Employee in cash on which this Award Notification is electronically delivered to Participant. A Participant who has made a valid, irrevocable Deferral Election may make a subsequent election to change the Designated Deferral Date under such deferred shares of Common Stock, as soon as administratively feasible following the payment of Deferral Election. Any election to change such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only Designated Deferral Date (i) in accordance with cannot take effect until at least twelve (12) months after the terms date of the WM 409A Plan and Deferral Election, (ii) as allowed must defer payment for five (5) years, or a greater number of years that is a multiple of five (5) from the Designated Deferral Date on which payment would otherwise be made pursuant to the earlier Deferral Election, and (iii) must be made no less than twelve (12) months before the originally scheduled Designated Deferral Date. The newly elected Designated Deferral Date shall be the fixed Designated Deferral Date, but such newly elected Designated Deferral Date shall be subject to a further, subsequent change in compliance with Section 409A. Any provision the Designated Deferral Date under this paragraph (subject to the same limitations and conditions that would conflict are contained in the preceding sentence, with such requirements is not valid or enforceable. Employee acknowledges, without limitation, limitations and consents that conditions applied as if the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or newly elected Designated Deferral Date was the WM 409A Plan. Employee original Designated Deferral Date and the date of the Deferral Election). Timely and validly making any subsequent change in the Designated Deferral Date is the sole responsibility of Participant, regardless of whether the Company agree provides any information as to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.the deadlines for a subsequent change in the Designated Deferral Date.

Deferral Elections. a. The Committee may establish procedures for Employee to elect to defer, until a time or times later than the vesting of PSU Awards, receipt of all or a portion of the shares of Common Stock deliverable under the Awards. Any such deferral election (“Deferral Election”) must be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to a Deferral Election does not confer any shareholder rights to Employee unless and until the date the deferral expires and certificates representing such shares are delivered to Employee. b. No deferrals of Dividend Equivalents are permitted. In the event shares of Common Stock received upon vesting of PSU Awards are deferred pursuant to a valid Deferral Election, then the Company will pay Dividend Equivalents to Employee in cash on such deferred shares of Common Stock, as soon as administratively feasible following the payment of such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only (i) in accordance with the terms of the WM 409A Plan and (ii) as allowed in compliance with Section 409A. Any provision that would conflict with such requirements is not valid or enforceable. Employee acknowledges, without limitation, and consents that the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or the WM 409A Plan. Employee and the Company agree to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.

Deferral Elections. a. The Committee may establish procedures for Employee You are eligible to elect make a Deferral Election to defer, until a time or times later than defer the vesting of PSU Awards, receipt of all or a portion issuance to you of the shares of Common Stock deliverable under otherwise issuable to you as of the AwardsConversion Date, subject to the limitation on Deferral Elections set forth in Paragraph 5(d). Any such deferral election (“To make a Deferral Election”) , you must be under complete an election form approved by the Committee that conforms to the terms and conditions determined in the sole discretion of the attached ANNEX A and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than the date that is thirty (30) days following the Date of Grant indicated above or such earlier date as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”)time. The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to If you make such a Deferral Election does not confer any shareholder rights (or a Re-Deferral Election pursuant to Employee unless and until Paragraph 4(b)), then, as of the date Conversion Date, the deferral expires and certificates representing following shall apply: (i) the Units that would have been earned as of the Conversion Date shall be cancelled; (ii) in exchange for such shares are delivered cancelled Units, you will have a future right to Employee. b. No deferrals receive a number of Dividend Equivalents are permitted. In the event shares of Common Stock received upon vesting equal to the number of PSU Awards are deferred pursuant Units so cancelled, subject to Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), a valid number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, then as the Company will pay Dividend Equivalents case may be, subject to Employee Paragraphs 6, 7, 8 or 12. Notwithstanding anything in cash on such deferred shares of Common Stockthis Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by this Paragraph 4(a) or, as soon as administratively feasible following the payment of such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards last date for submitting such election, is not permitted under this Agreement, then each provision of this Agreement such election shall be interpreted null and void and the shares (if any) issuable to permit deferral only (i) in accordance with the terms of the WM 409A Plan and (ii) as allowed in compliance with Section 409A. Any provision that would conflict with such requirements is not valid or enforceable. Employee acknowledges, without limitation, and consents that the application of Section 409A to this Agreement may require additional delay of payments otherwise payable you under this Agreement or will be issued as of the WM 409A Plan. Employee and the Company agree to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.Conversion Date.

Deferral Elections. a. The Committee may establish procedures for Employee You are eligible to elect make a Deferral Election to defer, until a time or times later than defer the vesting of PSU Awards, receipt of all or a portion issuance to you of the shares of Common Stock deliverable under otherwise issuable to you as of the AwardsConversion Date, subject to the limitation on Deferral Elections set forth in Paragraph 5(d). Any such deferral election (“To make a Deferral Election”) , you must be under complete an election form approved by the Committee that conforms to the terms and conditions determined in the sole discretion of the attached ANNEX B, and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than the date that is thirty (30) days following the Date of Grant indicated above or such earlier date as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”)time. The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to If you make such a Deferral Election does not confer any shareholder rights (or a Re-Deferral Election pursuant to Employee unless and until Paragraph 4(b)), then, as of the date Conversion Date, the deferral expires and certificates representing following shall apply: (i) the Units that would have been earned as of the Conversion Date shall be cancelled; (ii) in exchange for such shares are delivered cancelled Units, you will have a future right to Employee. b. No deferrals receive the number of Dividend Equivalents are permitted. In the event shares of Common Stock received upon vesting equal to the number of PSU Awards are deferred pursuant Units so cancelled, subject to a valid Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), the number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, then as the Company will pay Dividend Equivalents case may be, subject to Employee Paragraphs 6, 7, 8 or 12. Notwithstanding anything in cash on such deferred shares of Common Stockthis Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by this Paragraph 4(a) or, as soon as administratively feasible following the payment of such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards last date for submitting such election, is not permitted under this Agreement, then each provision of this Agreement such election shall be interpreted null and void and the shares (if any) issuable to permit deferral only (i) in accordance with the terms of the WM 409A Plan and (ii) as allowed in compliance with Section 409A. Any provision that would conflict with such requirements is not valid or enforceable. Employee acknowledges, without limitation, and consents that the application of Section 409A to this Agreement may require additional delay of payments otherwise payable you under this Agreement or will be issued as of the WM 409A Plan. Employee and the Company agree to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.Conversion Date.

Deferral Elections. a. The Committee may establish procedures for Employee Participant had the right to elect to defer, until a time or times later than the vesting of PSU Awards, receipt defer distribution of all or a portion (in increments equal to the number of RSUs that vest on each Vesting Date) of an Award of RSUs beyond the shares of Common Stock deliverable under the Awards. Any such deferral election (vesting schedule set forth in Section 3, a “Deferral Election”) must .” Any RSUs that Participant elected to defer pursuant to such Deferral Election and this Section 4 shall cease to be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to forfeiture after they have vested under Section 3. For purposes of this Award, in order to be effective, a Deferral Election does must have been irrevocably made in writing by Participant no later than September 30, 20__; provided, however, in no event may a Deferral Election be made outside the timeframe permitted under Section 409A of the Code (i.e., after the amount payable with respect to the Incentive Plan for a fiscal year has become readily ascertainable for purposes of Section 409A). A Deferral Election is irrevocable when made and, except as noted in this Section, may not confer be changed for any shareholder rights reason. To the extent that a Deferral Election has been made by Participant, the Company (and the Committee) may not take any action under the Incentive Plan that would have the effect of accelerating a payment with respect to Employee unless and until Participant in violation of Section 409A of the Code. A Deferral Election may have been made with respect to each or any portion of the Award that vests on a Vesting Date; provided, however, that any deferral had to have been made in five (5) year increments from the applicable Vesting Date (the date on which each such deferral ends, as designated by Participant in the deferral expires Deferral Election, a “Designated Deferral Date”) and certificates representing such shares are delivered to Employee. b. No deferrals only one Designated Deferral Date may have been elected for each Award of Dividend Equivalents are permittedRSUs. In the event shares Participant made a Deferral Election with respect to any portion of Common Stock received this Award, the deferred RSUs will not be distributed to Participant until the Designated Deferral Date is reached; provided, however, that a Designated Deferral Date will cease to be effective and any deferred RSUs shall be distributed in accordance with Section 2 of this Agreement (and subject to the limitation with respect to Specified Employees contained in Section 3) upon vesting (i) Participant’s Separation from Service, including a Separation from Service due to Death or Disability, or (ii) a Change of PSU Awards are deferred pursuant to a valid Control, in which case, the date of such event shall be considered the Designated Deferral Date for purposes of the remainder of this Agreement. Participant’s Deferral Election, then if any, is reflected on the Company will pay Dividend Equivalents third party website to Employee in cash on which this Award Notification is electronically delivered to Participant. A Participant who has made a valid, irrevocable Deferral Election may make a subsequent election to change the Designated Deferral Date under such deferred shares of Common Stock, as soon as administratively feasible following the payment of Deferral Election. Any election to change such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only Designated Deferral Date (i) in accordance with cannot take effect until at least twelve (12) months after the terms date of the WM 409A Plan and Deferral Election, (ii) as allowed must defer payment for five (5) years, or a greater number of years that is a multiple of five (5) from the Designated Deferral Date on which payment would otherwise be made pursuant to the earlier Deferral Election, and (iii) must be made no less than twelve (12) months before the originally scheduled Designated Deferral Date. The newly elected Designated Deferral Date shall be the fixed Designated Deferral Date, but such newly elected Designated Deferral Date shall be subject to a further, subsequent change in compliance with Section 409A. Any provision the Designated Deferral Date under this paragraph (subject to the same limitations and conditions that would conflict are contained in the preceding sentence, with such requirements is not valid or enforceable. Employee acknowledges, without limitation, limitations and consents that conditions applied as if the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or newly elected Designated Deferral Date was the WM 409A Plan. Employee original Designated Deferral Date and the date of the Deferral Election). Timely and validly making any subsequent change in the Designated Deferral Date is the sole responsibility of Participant, regardless of whether the Company agree provides any information as to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.the deadlines for a subsequent change in the Designated Deferral Date.

Deferral Elections. a. The Committee may establish procedures for Employee Participant had the right to elect to defer, until a time or times later than the vesting of PSU Awards, receipt defer distribution of all or a portion (in increments equal to the number of RSUs that vest on each Vesting Date) of an Award of RSUs beyond the shares of Common Stock deliverable under the Awards. Any such deferral election (vesting schedule set forth in Section 3, a “Deferral Election”) must .” Any RSUs that Participant elected to defer pursuant to such Deferral Election and this Section 4 shall cease to be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to forfeiture after they have vested under Section 3. For purposes of this Award, in order to be effective, a Deferral Election does must have been irrevocably made in writing by Participant no later than September 30, 2016; provided, however, in no event may a Deferral Election be made outside the timeframe permitted under Section 409A of the Code (i.e., after the amount payable with respect to the Incentive Plan for a fiscal year has become readily ascertainable for purposes of Section 409A). A Deferral Election is irrevocable when made and, except as noted in this Section, may not confer be changed for any shareholder rights reason. To the extent that a Deferral Election has been made by Participant, the Company (and the Committee) may not take any action under the Incentive Plan that would have the effect of accelerating a payment with respect to Employee unless and until Participant in violation of Section 409A of the Code. A Deferral Election may have been made with respect to each or any portion of the Award that vests on a Vesting Date; provided, however, that any deferral had to have been made in five (5) year increments from the applicable Vesting Date (the date on which each such deferral ends, as designated by Participant in the deferral expires Deferral Election, a “Designated Deferral Date”) and certificates representing such shares are delivered to Employee. b. No deferrals only one Designated Deferral Date may have been elected for each Award of Dividend Equivalents are permittedRSUs. In the event shares Participant made a Deferral Election with respect to any portion of Common Stock received this Award, the deferred RSUs will not be distributed to Participant until the Designated Deferral Date is reached; provided, however, that a Designated Deferral Date will cease to be effective and any deferred RSUs shall be distributed in accordance with Section 2 of this Agreement (and subject to the limitation with respect to Specified Employees contained in Section 3) upon vesting (i) Participant’s Separation from Service, including a Separation from Service due to Death or Disability, or (ii) a Change of PSU Awards are deferred pursuant to a valid Control, in which case, the date of such event shall be considered the Designated Deferral Date for purposes of the remainder of this Agreement. Participant’s Deferral Election, then if any, is reflected on the Company will pay Dividend Equivalents third party website to Employee in cash on which this Award Notification is electronically delivered to Participant. A Participant who has made a valid, irrevocable Deferral Election may make a subsequent election to change the Designated Deferral Date under such deferred shares of Common Stock, as soon as administratively feasible following the payment of Deferral Election. Any election to change such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only Designated Deferral Date (i) in accordance with cannot take effect until at least twelve (12) months after the terms date of the WM 409A Plan and Deferral Election, (ii) as allowed must defer payment for five (5) years, or a greater number of years that is a multiple of five (5) from the Designated Deferral Date on which payment would otherwise be made pursuant to the earlier Deferral Election, and (iii) must be made no less than twelve (12) months before the originally scheduled Designated Deferral Date. The newly elected Designated Deferral Date shall be the fixed Designated Deferral Date, but such newly elected Designated Deferral Date shall be subject to a further, subsequent change in compliance with Section 409A. Any provision the Designated Deferral Date under this paragraph (subject to the same limitations and conditions that would conflict are contained in the preceding sentence, with such requirements is not valid or enforceable. Employee acknowledges, without limitation, limitations and consents that conditions applied as if the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or newly elected Designated Deferral Date was the WM 409A Plan. Employee original Designated Deferral Date and the date of the Deferral Election). Timely and validly making any subsequent change in the Designated Deferral Date is the sole responsibility of Participant, regardless of whether the Company agree provides any information as to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.the deadlines for a subsequent change in the Designated Deferral Date.

Deferral Elections. a. The Committee may establish procedures for Employee Participant had the right to elect to defer, until a time or times later than the vesting of PSU Awards, receipt defer distribution of all or a portion (in increments equal to the number of RSUs that vest on each Vesting Date) of an Award of RSUs beyond the shares of Common Stock deliverable under the Awards. Any such deferral election (vesting schedule set forth in Section 3, a “Deferral Election”) must .” Any RSUs that Participant elected to defer pursuant to such Deferral Election and this Section 4 shall cease to be under the terms and conditions determined in the sole discretion of the Committee (or its designee) and the Waste Management, Inc. 409A Deferral Savings Plan, As Amended and Restated Effective January 1, 2014 and as further amended, restated or supplemented from time to time (the “WM 409A Plan”). The Committee further retains the authority and discretion to modify and/or terminate existing Deferral Elections, procedures and distribution options. Common Stock subject to forfeiture after they have vested under Section 3. For purposes of this Award, in order to be effective, a Deferral Election does must have been irrevocably made in writing by Participant no later than September 30, 2017; provided, however, in no event may a Deferral Election be made outside the timeframe permitted under Section 409A of the Code (i.e., after the amount payable with respect to the Incentive Plan for a fiscal year has become readily ascertainable for purposes of Section 409A). A Deferral Election is irrevocable when made and, except as noted in this Section, may not confer be changed for any shareholder rights reason. To the extent that a Deferral Election has been made by Participant, the Company (and the Committee) may not take any action under the Incentive Plan that would have the effect of accelerating a payment with respect to Employee unless and until Participant in violation of Section 409A of the Code. A Deferral Election may have been made with respect to each or any portion of the Award that vests on a Vesting Date; provided, however, that any deferral had to have been made in five (5) year increments from the applicable Vesting Date (the date on which each such deferral ends, as designated by Participant in the deferral expires Deferral Election, a “Designated Deferral Date”) and certificates representing such shares are delivered to Employee. b. No deferrals only one Designated Deferral Date may have been elected for each Award of Dividend Equivalents are permittedRSUs. In the event shares Participant made a Deferral Election with respect to any portion of Common Stock received this Award, the deferred RSUs will not be distributed to Participant until the Designated Deferral Date is reached; provided, however, that a Designated Deferral Date will cease to be effective and any deferred RSUs shall be distributed in accordance with Section 2 of this Agreement (and subject to the limitation with respect to Specified Employees contained in Section 3) upon vesting (i) Participant’s Separation from Service, including a Separation from Service due to Death or Disability, or (ii) a Change of PSU Awards are deferred pursuant to a valid Control, in which case, the date of such event shall be considered the Designated Deferral Date for purposes of the remainder of this Agreement. Participant’s Deferral Election, then if any, is reflected on the Company will pay Dividend Equivalents third party website to Employee in cash on which this Award Notification is electronically delivered to Participant. A Participant who has made a valid, irrevocable Deferral Election may make a subsequent election to change the Designated Deferral Date under such deferred shares of Common Stock, as soon as administratively feasible following the payment of Deferral Election. Any election to change such dividends to stockholders of record. c. If the Committee permits deferral of the PSU Awards under this Agreement, then each provision of this Agreement shall be interpreted to permit deferral only Designated Deferral Date (i) in accordance with cannot take effect until at least twelve (12) months after the terms date of the WM 409A Plan and Deferral Election, (ii) as allowed must defer payment for five (5) years, or a greater number of years that is a multiple of five (5) from the Designated Deferral Date on which payment would otherwise be made pursuant to the earlier Deferral Election, and (iii) must be made no less than twelve (12) months before the originally scheduled Designated Deferral Date. The newly elected Designated Deferral Date shall be the fixed Designated Deferral Date, but such newly elected Designated Deferral Date shall be subject to a further, subsequent change in compliance with Section 409A. Any provision the Designated Deferral Date under this paragraph (subject to the same limitations and conditions that would conflict are contained in the preceding sentence, with such requirements is not valid or enforceable. Employee acknowledges, without limitation, limitations and consents that conditions applied as if the application of Section 409A to this Agreement may require additional delay of payments otherwise payable under this Agreement or newly elected Designated Deferral Date was the WM 409A Plan. Employee original Designated Deferral Date and the date of the Deferral Election). Timely and validly making any subsequent change in the Designated Deferral Date is the sole responsibility of Participant, regardless of whether the Company agree provides any information as to execute any instruments and take any action as reasonably may be necessary to comply with Section 409A.the deadlines for a subsequent change in the Designated Deferral Date.