Exhibit 10.6


Alimentation Couche-Tard Inc.


1999 Stock Incentive Plan


(As amended as of September 25, 2002)


SECTION 1 - PURPOSE OF
THE PLAN


1.1                                 The purpose of this 1999 Stock Option Plan
(the “Plan”)
is to provide full-time employees, officers and directors of Alimentation
Couche-Tard Inc. (“ACT”) or any of its subsidiaries (ACT and
its subsidiaries, present and future, being hereinafter referred to
collectively as the “Corporations”), with a proprietary interest
through the granting of options to purchase Class B Subordinate Voting Shares
of the capital stock of ACT (“Subordinate Voting Shares”), subject to
certain conditions as hereinafter set forth, for the following purposes:


1.1.1                        to increase the interest in ACT’s welfare of those key
employees and directors who share primary responsibility for the management,
growth and protection of the business of the Corporations;


1.1.2                        to furnish an incentive to such employees and
directors to continue their services for the Corporations; and


1.1.3                        to provide a means through which the Corporations may
attract able persons to enter their employment.


1.2                                 For the purposes of the Plan, the term “subsidiary”
shall have the meaning attributed to such term in the Companies Act (Québec), as
the same may be amended from time to time and any successor legislation
thereto.


SECTION 2 -
ADMINISTRATION OF THE PLAN


2.1                                 The Plan shall be administered by the Board
of Directors of ACT or, if the Board of Directors by resolution so decides, by
a committee of the Board of Directors (the Board of Directors or, as the case
may be, such committee being hereinafter referred to as the “Board”).


2.2                                 The Board may, from time to time, as it may
deem expedient, adopt, amend and rescind rules and regulations for carrying out
the provisions and purposes of the Plan. 
The interpretation, construction and application of the Plan and any
provisions thereof made by the Board shall be final and binding on all holders
of options granted under the Plan and all persons eligible under the provisions
of the Plan to participate therein.  No
member of the Board shall be liable for any action taken or for any
determination made in good faith in the administration, interpretation,
construction or application of the Plan.

















 


SECTION 3 - GRANTING OF OPTIONS


3.1                                 The Board may, from time to
time by resolution, designate full-time employees, officers or directors of any
of the Corporations to whom options to purchase Subordinate Voting Shares may
be granted, the number of shares to be optioned to each of them and the relevant
vesting provisions and option term, provided that:


(i)                                     subject to adjustments contemplated by
Section 7, the aggregate number of Subordinate Voting Shares to be issued under
the Plan shall not exceed the number provided for in paragraph 4.1 hereof;


(ii)                                  the aggregate number of Subordinate Voting
Shares reserved for issuance at any time to any one optionee shall not exceed
5% of the aggregate number of Class A Multiple Voting Shares of the capital
stock of ACT (“Multiple Voting Shares”) and Subordinate Voting Shares
outstanding on a non-diluted basis at such time, less the total of all shares
reserved for issuance to such optionee pursuant to any other share compensation
arrangement of ACT;


(iii)                               the aggregate number of Subordinate Voting
Shares which may be issued to any one insider of ACT and such insider’s
associates under the Plan or any other share compensation arrangement of ACT,
within any one-year period, is limited to five percent (5%) of the outstanding
issue;


(iv)                              the aggregate number of Subordinate Voting
Shares reserved for issuance at any time to insiders of ACT under the Plan or
any other share compensation arrangement of ACT is limited to ten percent (10%)
of the outstanding issue;


(v)                                 the aggregate number of Subordinate Voting
Shares which may be issued to insiders under the Plan or any other share
compensation arrangement of ACT, within any one-year period, is limited to ten
percent (10%) of the outstanding issue; and


(vi)                              a majority of the aggregate number of
Subordinate Voting Shares which may be issued under the Plan or any other share
compensation arrangement of ACT may be granted to insiders of ACT and their
associates.


For the
purposes of this paragraph 3.1: (i) the terms “insider” and “associate”
shall have the respective meanings ascribed thereto in the policy of The
Toronto Stock Exchange governing share compensation arrangements set forth at
Sections 626 and following of the Toronto Stock Exchange Company Manual; (ii)
the “outstanding
issue” means the aggregate number of Multiple Voting Shares and
Subordinate Voting Shares outstanding on a non-diluted basis immediately prior
to the share issuance in question, excluding any Subordinate Voting Shares
issued pursuant to the Plan and any Multiple Voting Shares or Subordinate
Voting Shares issued pursuant to any other share compensation arrangements of
ACT over the preceding one-year period; and (iii) a “share compensation arrangement”
means a stock option, stock option plan, stock purchase plan or any other
compensation or incentive mechanism involving the issuance or potential
issuance of shares to one or more employees or directors, including a share
purchase from treasury which is financially assisted by ACT by way of a loan,
guarantee or otherwise.


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3.2                                 Options may only be granted by ACT pursuant
to resolutions of the Board.  No option
shall be granted to any person who is not a full-time employee, officer or
director of one of the Corporations.


3.3                                 Any option granted under the Plan shall be
subject to the requirement that, if at any time counsel to ACT shall determine
that the listing, registration or qualification of the Subordinate Voting
Shares subject to such option upon any securities exchange or under any law or
regulation of any jurisdiction, or the consent or approval of any securities
exchange or any governmental or regulatory body, is necessary as a condition
of, or in connection with, the grant or exercise of such option or the issuance
or purchase of Subordinate Voting Shares hereunder, such option may not be
accepted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Board. 
Nothing herein shall be deemed to require ACT to apply for or to obtain
such listing, registration, qualification, consent or approval.


SECTION 4 - SHARES
SUBJECT TO THE PLAN


4.1                                 The maximum number of Subordinate Voting
Shares which may be issued under the Plan is 8,446,000, subject to adjustment
pursuant to the provisions of Section 7 hereof.


4.2                                 Subordinate Voting Shares in respect of
which options are not exercised, due to the expiration, termination or lapse of
such options shall be available for options to be granted thereafter pursuant
to the provisions of the Plan.


SECTION 5 - OPTION
PRICE


5.1                                 The option price per share for Subordinate
Voting Shares which are the subject of any option shall not be less than the
Market Price of a Subordinate Voting Share as of the last business day before
the day on which the option is granted.


5.2                                 For purposes of the Plan, the “Market Price”
of a Subordinate Voting Share as of any day shall be equal to the weighted
average reported closing price for a board lot of the Subordinate Voting Shares
on The Toronto Stock Exchange for the five (5) days preceding such day.


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SECTION 6 - CONDITIONS
GOVERNING OPTIONS


6.1                                 Each option shall be subject to the
following conditions:


6.1.1                        Employment


The granting of an option to a director, an officer or
a full-time employee shall not impose upon any of the Corporations any
obligation to retain the optionee as a director, as an officer or as a
full-time employee in its employ.


6.1.2                        Option Term


The
period /(not to exceed ten (10) years) during which an option is exercisable
shall be determined by the Board, in its sole discretion, at the time of
granting the particular option.


6.1.3                        Exercise of Options


Prior
to its expiration or earlier termination in accordance with the Plan, each
option shall be exercisable as to all or such part or parts of the optioned
shares and at such time or times as the Board, at the time of granting the
particular option, may determine in its sole discretion.


6.1.4                        Non-assignability of Option Rights


Each
option granted hereunder is personal to the optionee and shall not be
assignable or transferable by the optionee, whether voluntarily or by operation
of law, except by will or by the laws of succession applicable to the deceased
optionee.  No option granted hereunder
shall be pledged, hypothecated, charged, transferred, assigned or otherwise
encumbered or disposed of on pain of nullity.


6.1.5                        Effect of Termination of Employment or
Death


6.1.5.1               Upon an optionee’s employment with the Corporations
being terminated for cause or upon an optionee being removed from office as a
director or becoming disqualified from being a director by law, any option or
the unexercised portion thereof granted to him shall terminate forthwith.


6.1.5.2               Upon an optionee’s employment with the Corporations
being terminated (except in the case of transfer from one of the Corporations
to another of such Corporations) otherwise than by reason of death or
termination for cause, or upon an optionee ceasing to be a director other than
by reason of death, removal or disqualification by law, any option or
unexercised part thereof granted to such optionee may be exercised by him for
that number of shares only which he was entitled to acquire under the option
pursuant to paragraph 6.1.3 hereof at the time of such termination or
cessation.  Such option shall only be
exercisable within ninety (90) days after such termination or cessation or
prior to the expiration of the term of the option, whichever occurs earlier.


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6.1.5.3               If an optionee dies while employed by the Corporations
or while serving as a director of the Corporations, any option or unexercised
part thereof granted to such optionee may be exercised by the person to whom
the option is transferred by will or the applicable laws of succession for that
number of shares only which he was entitled to acquire under the option
pursuant to paragraph 6.1.3 hereof at the time of his death.  Such option shall only be exercisable within
one hundred and eighty (180) days after the optionee’s death or prior to the
expiration of the term of the option, whichever occurs earlier.


6.1.6                        Rights as a Shareholder


The
optionee (or his personal representatives or legatees) shall have no rights
whatsoever as a shareholder in respect of any shares covered by his option
until the date of issuance of a share certificate to him (or his personal
representatives or legatees) for such shares. 
Without in any way limiting the generality of the foregoing, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such share certificate is issued.


6.1.7                        Method of Exercise


Subject
to the provisions of the Plan, an option granted under the Plan shall be
exercisable (from time to time as provided in paragraph 6.1.3 hereof) by the
optionee (or his personal representatives or legatees) giving notice in writing
to ACT (an “Exercise Notice”) at its registered office, addressed to its
President, which Exercise Notice shall specify the number of Subordinate Voting
Shares in respect of which the option is being exercised and shall be
accompanied by full payment, by cash or certified cheque, of the purchase price
for the number of shares specified therein (the “Exercise Price Payment”).  Upon such exercise of the option, ACT shall
forthwith cause the transfer agent and registrar for the Subordinate Voting
Shares to deliver to the optionee (or his personal representatives or legatees)
a certificate in the name of the optionee (or his personal representatives or
legatees) representing in the aggregate such number of shares as the optionee
(or his personal representatives or legatees) shall have then paid for and as
are specified in such Exercise Notice. 
If required by the Board by notification to the optionee at the time of
granting of the option, it shall be a condition of such exercise that the
optionee shall represent that he is purchasing the Subordinate Voting Shares in
respect of which the option is being exercised for investment only and not with
a view to resale or distribution.


6.2                                 Options shall be evidenced by a share
option agreement or certificate in such form not inconsistent with the Plan as
the Board may from time to time determine, provided that the substance of
Section 6.1 hereof be included therein.


SECTION 7 - ADJUSTMENT
TO SHARES SUBJECT TO THE OPTION


7.1                                 In the event of any subdivision of the
Subordinate Voting Shares into a greater number of Subordinate Voting Shares at
any time after the grant of an option to any optionee and prior to the
expiration of the term of such option, ACT shall deliver to such optionee at
the time of any subsequent exercise of his option in accordance with the terms
hereof in lieu of the number of Subordinate Voting Shares to which he was theretofore
entitled upon such exercise, but for the same aggregate consideration payable
therefor, such number of Subordinate Voting Shares as such optionee would have
held as a result of such subdivision if on the record date thereof the optionee
had been the registered holder of the number of Subordinate Voting Shares to
which he was theretofore entitled upon such exercise.


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7.2                                 In the event of any consolidation of the
Subordinate Voting Shares into a lesser number of Subordinate Voting Shares at
any time after the grant of an option to any optionee and prior to the
expiration of the term of such option, ACT shall deliver to such optionee at
the time of any subsequent exercise of his option in accordance with the terms
hereof in lieu of the number of Subordinate Voting Shares to which he was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Subordinate Voting Shares as
such optionee would have held as a result of such consolidation if on the
record date thereof the optionee had been the registered holder of the number
of Subordinate Voting Shares to which he was theretofore entitled upon such
exercise.


7.3                                 If at any time after the grant of an option
to any optionee and prior to the expiration of the term of such option, the
Subordinate Voting Shares shall be reclassified, reorganized or otherwise
changed, otherwise than as specified in paragraphs 7.1 and 7.2 hereof or,
subject to the provisions of paragraph 8.2.1 hereof, ACT shall consolidate,
merge or amalgamate with or into another corporation (the corporation resulting
or continuing from such consolidation, merger or amalgamation being herein
called the “Successor Corporation”), the optionee shall be entitled to
receive upon the subsequent exercise of his option in accordance with the terms
hereof and shall accept in lieu of the number of Subordinate Voting Shares then
subscribed for but for the same aggregate consideration payable therefor, the
aggregate number of shares of the appropriate class and/or other securities of
ACT or the Successor Corporation (as the case may be) and/or other
consideration from ACT or the Successor Corporation (as the case may be) that
the optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change of shares or, subject to the
provisions of paragraph 8.2.1 hereof, as a result of such consolidation, merger
or amalgamation, if on the record date of such reclassification, reorganization
or other change of shares or the effective date of such consolidation, merger
or amalgamation, as the case may be, he had been the registered holder of the
number of Subordinate Voting Shares to which he was immediately theretofore entitled
upon such exercise.


SECTION 8 - AMENDMENT
OR DISCONTINUANCE OF THE PLAN


8.1                                 The Board may, subject to regulatory
approval, amend or discontinue the Plan at any time, provided, however, that no
such amendment may materially and adversely affect any option rights previously
granted to an optionee under the Plan without the consent of the optionee,
except to the extent required by law or by the regulations, rules, by-laws or
policies of any regulatory authority or stock exchange.


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8.2                                 Notwithstanding anything contained to the
contrary in the Plan or in any resolution of the Board in implementation
thereof:


8.2.1                        in the event ACT proposes to amalgamate, merge or
consolidate with or into any other corporation (other than with a wholly-owned
subsidiary of ACT) or to liquidate, dissolve or wind-up, or in the event an
offer to purchase the Subordinate Voting Shares of ACT or any part thereof
shall be made to all holders of Subordinate Voting Shares of ACT, ACT shall
have the right, upon written notice thereof to each optionee holding options
under the Plan, to permit the exercise of all such options within the thirty
(30) day period next following the date of such notice and to determine that
upon the expiration of such thirty (30) day period, all rights of optionees to
such options or to exercise same (to the extent not theretofore exercised)
shall ipso facto terminate and cease to have further force or effect
whatsoever;


8.2.2                        the Board may, by resolution, but subject to
applicable regulatory provisions, advance the date on which any option may be
exercised or extend the expiration date of any option, in the manner to be set
forth in such resolution, provided that the period during which an option is
exercisable does not exceed ten (10) years from the date the option is granted.
ACT shall not, in the event of any such advancement or extension, be under any
obligation to advance or extend the date on or by which any option may be
exercised by any other optionee; and


8.2.3                        the Board may, by resolution, but subject to
applicable regulatory provisions, decide that any of the provisions hereof
concerning the effect of termination of the optionee’s employment or cessation
of the optionee’s directorship, shall not apply for any reason acceptable to
the Board.


SECTION 9 - GOVERNING
LAWS


9.1                                 The Plan and all matters to which reference
is made herein shall be governed by and interpreted in accordance with the laws
of the Province of Québec and the laws of Canada applicable herein.


SECTION 10 - INCENTIVE
STOCK OPTIONS UNDER U.S. INTERNAL REVENUE CODE


10.1                           Subject to paragraph 10.3.3 hereof, any
option granted under the Plan to an optionee who is a citizen or resident of
the United States (including its territories, possessions and all areas subject
to its jurisdiction) and who, at the time of grant, is an officer, employee, or
director of the Corporations (provided, for purposes of this Section 10 only,
an optionee who is a director is then also an officer or key employee of the
Corporations) (a “U.S. Optionee”) shall be an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, of the United States (the “Code”).


10.2                           No provision of the Plan, as it may be
applied to a U.S. Optionee, shall be construed so as to be inconsistent with
any provision of Section 422 of the Code.


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10.3                           Notwithstanding anything in the Plan
contained to the contrary, the following provisions shall apply to each U.S.
Optionee:


10.3.1                  any director of ACT who is a U.S. Optionee shall be
ineligible to vote upon the granting of such option;


10.3.2                  any option granted under the Plan to a U.S. Optionee
shall be an incentive stock option within the meaning of Section 422 of the
Code provided that the aggregate fair market value (determined as of the time
the option is granted) of the Subordinate Voting Shares with respect to which
options are exercisable for the first time by such U.S. Optionee during any
calendar year under the Plan and all other incentive stock option plans, within
the meaning of Section 422 of the Code, of any of the Corporations does not
exceed One Hundred Thousand Dollars in U.S. funds (US $100,000);


10.3.3                  to the extent that the aggregate fair market value
(determined as of the time the option is granted) of the Subordinate Voting
Shares with respect to which incentive stock options (determined without
reference to this paragraph) are exercisable for the first time by such U.S.
Optionee during any calendar year under the Plan and all other incentive stock
option plans, within the meaning of Section 422 of the Code, of any of the
Corporations exceeds One Hundred Thousand Dollars in U.S. funds (US $100,000),
such options will be treated as nonqualified stock options (i.e., options which
fail to qualify as incentive stock options within the meaning of Section 422 of
the Code) in accordance with Section 422(d) of the Code;


10.3.4                  the purchase price for Subordinate Voting Shares under
each option granted to a U.S. Optionee pursuant to the Plan shall be not less
than the Market Price of such Subordinate Voting Shares as at the day the
option is granted;


10.3.5                  if any U.S. Optionee to whom an option is to be
granted under the Plan is at the time of the grant of such option the owner of
shares possessing more than ten percent (10%) of the total combined voting
power of all classes of shares of ACT, then the following special provisions
shall be applicable to the option granted to such individual:


10.3.5.1         the purchase price per Subordinate Voting Share of ACT
subject to such option shall not be less than one hundred ten percent (110%) of
the Market Price of one Subordinate Voting Share as at the day the option is
granted, and


10.3.5.2         for the purpose of this Section 10 only, the exercise
period shall not exceed five (5) years from the date of grant;


10.3.6                  no option may be granted hereunder to a U.S. Optionee
following the expiry of ten (10) years after the date on which the Plan is
adopted by the Board or the date the Plan is approved by the shareholders of
ACT, whichever is earlier; and


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10.3.7                  no option granted to a U.S. Optionee under the Plan
shall become exercisable unless and until the Plan shall have been approved by
the shareholders of ACT.


SECTION 11 - EFFECTIVE DATE OF PLAN


11.1                           The Plan was adopted by the
Board on September 7, 1999.  Should any
changes to the Plan be required by any securities commission or other
governmental body of any province of Canada to which the Plan has been
submitted or by any stock exchange on which the Subordinate Voting Shares may
from time to time be listed, such changes shall be made to the Plan as are
necessary to conform with such requests and, if such changes are approved by
the Board, the Plan, as amended, shall remain in full force and effect in its
amended form as of and from the effective date of any such amendments.


By order of
the Board of Directors


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