Exhibit

10.17




 




IESI

CORPORATION




 




1999

Stock Option Plan




 




1.             Purpose.                The purpose of the IESI

Corporation 1999 Stock Option Plan (the “Plan”) is to provide (i) key employees

of IESI Corporation (the “Company”) and its subsidiaries, (ii) certain

consultants and advisors who perform services for the Company or its

subsidiaries, and (iii) members of the Board of Directors of the Company (the

“Board”), with the opportunity to acquire shares of the Class A Voting Common

Stock of the Company (“Common Stock”). 

The Company believes that the Plan will enhance the incentive for

participants to contribute to the growth of the Company, thereby benefiting the

Company and the Company’s shareholders, and will align the economic interests

of the participants with those of the shareholders.




 




2.             Administration.




 




2.1           Committee.  The Plan shall be administered and

interpreted by the Compensation Committee (the “Committee”).  The Committee may consist of two or more

members of the Board who are “outside directors” as defined under Section

162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and

“non-employee directors” as defined under Rule 16b-3 under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).




 




2.2           Authority of Committee.  The Committee has the sole authority,

subject to the provisions of the Plan, to (i) select the employees and other

individuals to be granted options under the Plan (“Options”), (ii) determine

the type, size and terms of the grant of Options to be made to each individual

selected, (iii) determine the time when Options will be granted and the

duration of any applicable exercise period, including the criteria for

exercisability and the acceleration of exercisability and (iv) deal with any

other matter arising under the Plan. 

The Committee is authorized to interpret the Plan and the Options

granted under the Plan, to establish, amend and rescind any rules and

regulations relating to the Plan, and to make any other determination that it

deems necessary or desirable for the administration of the Plan.  The Committee may correct any defect or

supply any omission or reconcile any inconsistency in the Plan or in any Option

in the manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the

interpretation and administration of the Plan shall lie within its sole and

absolute discretion and shall be final, conclusive and binding on all parties

concerned.  All powers of the Committee

shall be executed in its sole discretion and need not be uniform as to

similarly situated individuals. Any act of the Committee with respect to the

Plan may only be undertaken and executed with the affirmative consent of at

least two-thirds of the members of the Committee.




 




2.3           Responsibility of Committee.  No member of the Board, no member of the

Committee and no employee of the Company shall be liable for any act or failure

to act hereunder, except in circumstances involving his or her bad faith, gross

negligence or willful misconduct, or for any act or failure to act hereunder by

any other member of the




 





























 




 Committee or employee of the Company.  The Company shall indemnify members of the

Committee and any employee of the Company against any and all liabilities or

expenses to which they may be subjected by reason of any act or failure to act

with respect to their duties under the Plan, except in circumstances involving

his or her bad faith, gross negligence or willful misconduct.




 




2.4           Delegation of Authority.  The Committee may delegate to an officer of

the Company the authority to (i) make grants under the Plan to employees of the

Company and its subsidiaries who are not subject to the restrictions of Section

16(b) of the Exchange Act and who are not expected to be subject to the

limitations of Section 162(m) of the Code, and (ii) execute and deliver

documents or take any other ministerial actions on behalf of the Committee with

respect to Options.  The grant of

authority under this Subsection 2.4 shall be subject to such conditions and

limitations as may be determined by the Committee.  If the Chairman makes grants pursuant to the delegated authority

under this Subsection 2.4, references in the Plan to the “Committee” as they

relate to making such grants shall be deemed to refer to the Chairman.




 




3.             Participants.         All employees,

officers and directors of the Company and its subsidiaries (including members

of the Board who are not employees), as well as consultants and advisors to the

Company or its subsidiaries, are eligible to participate in the Plan.  Consistent with the purposes of the Plan,

the Committee shall have exclusive power to select the employees, officers,

directors and consultants and advisors who may be granted Options under the

Plan (“Optionees”).  Eligible individuals

may be selected individually or by groups or categories, as determined by the

Committee in its discretion, and designation as a person to receive Options in

any year shall not require the Committee to designate such a person as eligible

to receive Options in any other year.




 




4.                                      Options

under the Plan.




 




4.1           Common Stock Available for Options.  The aggregate number of shares of Common

Stock that may be subject to Options shall be 200,000 shares of Common Stock,

which may be authorized and unissued or treasury shares, subject to any adjustments

made in accordance with Section 5 hereof. 

The maximum number of shares of Common Stock with respect to which

Options may be granted to any individual Optionee shall be 100,000 shares.  Any share of Common Stock subject to an

Option that for any reason is cancelled or terminated without having been

exercised shall again be available for Options under the Plan; provided,

however, that any such availability shall apply only for purposes of

determining the aggregate number of shares of Common Stock subject to Options

and shall not apply for purposes of determining the maximum number of shares

subject to Options that any individual Optionee may receive.




 




4.2           Options.  Options are awards from the Company that

will enable an Optionee to purchase shares of Common Stock, and they are not to

be treated as “incentive stock options” within the meaning of Section 422(b) of

the Code.  Each Option shall be

evidenced by an option agreement (“Option Agreement”) and shall be subject to

the terms, conditions and restrictions consistent with the Plan as the

Committee may impose from time to time, subject to the following limitations:




 




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4.2.1        Exercise Price.  The price per share (the “Exercise Price”)

of Common Stock subject to an Option shall be determined by the Committee and

may be equal to or greater than the Fair Market Value (as defined below) of a

share of Common Stock on the date the Option is granted.




 




If Common Stock is publicly traded, then the “Fair Market Value” per

share shall be determined as follows: (x) if the principal trading market for

the Common Stock is a national securities exchange or the Nasdaq National

Market, the last reported sale price thereof on the relevant date or (if there

were no trades on that date) the latest preceding date upon which a sale was

reported, or (y) if the Common Stock is not principally traded on such exchange

or market, the mean between the last reported “bid” and “asked” prices of

Common Stock on the relevant date, as reported on Nasdaq or, if not so

reported, as reported by the National Daily Quotation Bureau, Inc. or as

reported in a customary financial reporting service, as applicable and as the

Committee determines.  If the Company

Stock is not publicly traded or, if publicly traded, is not subject to reported

transactions or “bid” or “asked” quotations as set forth above, the Fair Market

Value per share shall be as determined by the Committee.




 




4.2.2        Payment of Exercise Price.  The Exercise Price may be paid in cash or,

in the discretion of the Committee, by the delivery of shares of Common Stock

that have been owned by the Optionee for at least six months, or by a

combination of these methods.  In the

discretion of the Committee, payment may also be made by delivering a properly

executed exercise notice to the Company together with a copy of irrevocable

instructions to a broker to deliver promptly to the Company the amount of sale

or loan proceeds to pay the Exercise Price. 

To facilitate the foregoing, the Company may enter into agreements for

coordinated procedures with one or more brokerage firms.  The Committee may prescribe any other method

of paying the Exercise Price that it determines to be consistent with

applicable law and the purpose of the Plan, including, without limitation, in

lieu of the exercise of an Option by delivery of shares of Common Stock of the

Company then owned by Optionee, providing the Company with a notarized

statement attesting to the number of shares owned for at least six months,

where upon verification by the Company, the Company would issue to the Optionee

only the number of incremental shares to which the Optionee is entitled upon

exercise of the Option.




 




4.2.3        Exercise Period.  Options shall be exercisable at such time or

times and subject to such terms and conditions as shall be determined by the

Committee; provided, however, that no Option shall be exercisable later than

ten years after the date it is granted. 

All Options shall terminate at such earlier times and upon such

conditions or circumstances as the Committee shall in its discretion set forth

in the Option Agreement at the date of grant.




 




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4.3           Termination of Employment,

Disability or Death.




 




4.3.1        Except as provided below (or in an

Option Agreement), an Option may only be exercised while the Optionee is

employed by, or providing service to, the Company as an employee, member of the

Board or advisor or consultant.  In the

event that an Optionee ceases to be employed by, or provide service to, the

Company for any reason other than Disability (as defined in Paragraph (4.3.5)

below), death or a termination for Cause (as defined in Paragraph (4.3.5)

below), any Option which is otherwise exercisable by the Optionee shall

terminate unless exercised within 90 days after the date on which the Optionee

ceases to be employed by, or provide service to, the Company, but in any event

no later than the date of expiration of the Option.  Except as otherwise provided by the Committee, any Optionee’s

Options which are not otherwise exercisable as of the date on which the

Optionee ceases to be employed by, or provide service to, the Company shall

terminate as of such date.




 




4.3.2        In the event the Optionee ceases to be

employed by, or provide service to, the Company on account of a termination for

Cause by the Company or a termination by the Optionee, any Option held by the

Optionee shall terminate as of the date the Optionee ceases to be employed by,

or provide service to, the Company.  In

addition, notwithstanding any other provisions of this Section 4, if the

Committee determines that the Optionee has engaged in conduct that constitutes

Cause at any time while the Optionee is employed by, or providing service to,

the Company, or after the Optionee’s termination of employment or service, any

Option held by the Optionee shall immediately terminate.  In the event the Committee determines that

the Optionee has engaged in conduct that constitutes Cause, in addition to the

immediate termination of all Options, the Optionee shall automatically forfeit

all shares underlying any exercised portion of an Option for which the Company

has not yet delivered the share certificates, upon refund by the Company of the

Exercise Price paid by the Optionee for such shares (subject to any right of

setoff by the Company).




 




4.3.3        In the event the Optionee ceases to be

employed by, or provide service to, the Company because the Optionee is

Disabled, any Option which is otherwise exercisable by the Optionee shall

terminate unless exercised within one year after the date on which the Optionee

ceases to be employed by, or provide service to, the Company, but in any event

no later than the date of expiration of the Option.




 




4.3.4        If the Optionee dies while employed by,

or providing service to, the Company, any Option which is otherwise exercisable

by the Optionee shall terminate unless exercised within one year after the date

on which the Optionee ceases to be employed by, or provide service to, the

Company, but in any event no later than the date of expiration of the Option.




 




4.3.5                        For purposes of this Section

4.3:




 




4.3.5.1                     The term “Company” shall

mean the Company and its subsidiary corporations.




 




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4.3.5.2                     “Disability” or “Disabled”

shall mean an Optionee’s becoming disabled within the meaning of Section

22(e)(3) of the Code.




 




4.3.5.3                     “Cause” shall mean, except

to the extent specified otherwise by the Committee, a finding by the Committee

that the Optionee (i) has breached any provision of his or her employment or

service contract with the Company, including without limitation covenants

against competition, (ii) has engaged in any type of malfeasance or willful

misconduct, including, without limitation, fraud, embezzlement, theft, commission

of a felony or proven dishonesty in the course of his or her employment or

service, (iii) has engaged in the illegal use of drugs or the excessive and

recurring use of alcohol, (iv) has engaged in the willful violation of Company

policy or a willful, material violation of applicable law, or (v) has disclosed

trade secrets or confidential information of the Company to persons not

entitled to receive such information.




 




4.4           Interpretation of Options.  In the event of any conflict between the

provisions of the Plan and the provisions of any Option Agreement, the

provisions of the Plan shall be controlling.




 




5.             Adjustments

to the Options.  In

the event of any change in the outstanding Common Stock of the Company by

reason of any stock split, stock dividend, split-up, split-off, spin-off,

recapitalization, merger, consolidation, reorganization, combination or

exchange of shares, a sale by the Company of all or part of its assets, or in

the event of any distribution to stockholders other than a normal cash dividend,

or other extraordinary or unusual event, if the Committee shall determine, in

its discretion, that such change equitably requires an adjustment in the terms

of any Option or the number of shares of Common Stock available for Options,

such adjustment may be made by the Committee and shall be final, conclusive and

binding for all purposes of the Plan.




 




6.             Change

in Control.




 




6.1           Effect.  Upon the occurrence of a Change in Control

(as defined below), each outstanding Option on the date of such Change in

Control shall become exercisable in full (whether or not then

exercisable).  In its sole discretion,

the Committee may determine that, upon the occurrence of a Change in Control,

each outstanding Option shall terminate within a specified number of days after

notice to the Optionee thereunder, and each such Optionee shall receive, with

respect to each share of Common Stock subject to such Option, an amount equal

to the excess of the Fair Market Value of such shares immediately prior to such

Change in Control over the exercise price per share of such Option; such amount

shall be payable in cash, in one or more kinds of property (including the

property, if any, payable in the transaction) or a combination thereof, as the

Committee shall determine in its sole discretion.




 




6.2           Defined.  For purposes of this Plan, a Change in

Control shall be deemed to have occurred if:




 




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6.2.1        a tender offer (or series of related

offers) shall be made and consummated for the ownership of 50% or more of the

outstanding voting securities of the Company;




 




6.2.2        the Company shall be merged or

consolidated with another corporation and as a result of such merger or

consolidation less than 50% of the outstanding voting securities of the

surviving or resulting corporation shall be owned in the aggregate by the

former shareholders of the Company, any employee benefit plan of the Company or

its subsidiaries, and their affiliates;




 




6.2.3        the Company shall sell substantially all

of its assets to another corporation that is not wholly owned by the Company;

or




 




6.2.4        a Person (as defined below) shall

acquire 50% or more of the outstanding voting securities of the Company

(whether directly, indirectly, beneficially or of record).




 




For purposes of this

Section 6.2, ownership of voting securities shall take into account and shall

include ownership as determined by applying the provisions of Rule

13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act.  Also for purposes of this Subsection 6.2,

Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as

modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall

not include (1) the Company or any of its subsidiaries; (2) a trustee or other

fiduciary holding securities under an employee benefit plan of the Company or

any of its subsidiaries; (3) an underwriter temporarily holding securities

pursuant to an offering of such securities; or (4) a corporation owned,

directly or indirectly, by the shareholders of the Company in substantially the

same proportion as their ownership of stock of the Company.




 




7.             Transferability

of Options.  Except as

provided below, an Optionee’s rights under an Option may not be transferred or

encumbered, except by will or by the laws of descent and distribution or

pursuant to a qualified domestic relations order (as defined under Section

414(p) the Code).




 




8.             Withholding.  All distributions made with respect to an

Option shall be net of any amounts required to be withheld pursuant to

applicable federal, state and local tax withholding requirements.  The Company may require an Optionee to remit

to it or to the corporation that employs an Optionee an amount sufficient to

satisfy such tax withholding requirements prior to the delivery of any

certificates for Common Stock.  In lieu

thereof, the Company or the employing corporation shall have the right to

withhold the amount of such taxes from any other sums due or to become due to

the Optionee as the Company shall prescribe. 

The Committee may, in its discretion and subject to such rules as it may

adopt, permit an Optionee to pay all or a portion of the federal, state and

local withholding taxes arising in connection with any Option exercise by

electing to have the Company withhold shares of Common Stock having a Fair

Market Value equal to the amount of tax to be withheld.




 




9.             Shareholder

Rights.  An Optionee

shall not have any of the rights or privileges of a holder of Common Stock for

any Common Stock that is subject to an Option, including any 




 




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rights regarding voting

or the payment of dividends, unless and until a certificate representing such

Common Stock has been delivered to the Optionee.




 




10.          Tenure.  An Optionee’s right, if any, to continue to

serve the Company or its subsidiaries as a director, officer, employee,

consultant or advisor shall not be expanded or otherwise affected by his or her

designation as an Optionee.




 




11.          No

Fractional Shares.  No

fractional shares of Common Stock shall be issued or delivered pursuant to the

Plan or any Option.  The Committee shall

determine whether cash shall be paid in lieu of fractional shares or whether

such fractional shares or any rights thereto shall be forfeited or otherwise

eliminated.




 




12.          Duration,

Amendment and Termination. 

No Option may be granted more than ten years after the Effective Date

(as described in Section 14 below).  The

Plan may be amended or suspended in whole or in part at any time and from time

to time by the Board, but no amendment shall be effective unless and until the

same is approved by shareholders of the Company where the Amendment would (i)

increase the total number of shares which may be issued under the Plan or (ii)

increase the maximum number of shares of Common Stock with respect to Options

that may be granted to any individual Optionee.  No amendment or suspension of the Plan shall adversely affect in

a material manner any right of any Optionee with respect to any Option

theretofore granted without such Optionee’s written consent.




 




13.          Governing

Law.  This Plan,

Options granted hereunder and actions taken in connection with the Plan shall

be governed by the laws of the State of Delaware regardless of the law that

might otherwise apply under applicable principles of conflicts of laws.




 




14.          Effective

Date.  This Plan shall

be effective as of January 1, 1999, which is date as of which the Plan was

adopted by the Board.




 




APPROVED




January

1, 1999




 




 




	

  IESI

  CORPORATION


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Jeffrey J.

  Keenan


  	

   


  
	

   


  	

  Chairman


  	

   


  





 




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