### **Exhibit 10.1**

### ** **

### **IESI CORPORATION**

 

## **1999 Stock Option Plan**

As amended

 

**1.             Purpose.**                Thepurpose of the IESI Corporation 1999 Stock Option Plan (the “Plan”) is toprovide (i) key employees of IESI Corporation (the “Company”) and itssubsidiaries, (ii) certain consultants and advisors who perform services forthe Company or its subsidiaries, and (iii) members of the Board of Directors ofthe Company (the “Board”), with the opportunity to acquire shares of the ClassA Voting Common Stock of the Company (“Common Stock”).  The Company believes that the Plan willenhance the incentive for participants to contribute to the growth of theCompany, thereby benefiting the Company and the Company’s shareholders, andwill align the economic interests of the participants with those of theshareholders.

**2.             Administration.**

2.1           Committee.  The Plan shall be administered andinterpreted by the Compensation Committee (the “Committee”).  The Committee may consist of two or moremembers of the Board who are “outside directors” as defined under Section162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and“non-employee directors” as defined under Rule 16b-3 under the SecuritiesExchange 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 otherindividuals to be granted options under the Plan (“Options”), (ii) determinethe type, size and terms of the grant of Options to be made to each individualselected, (iii) determine the time when Options will be granted and theduration of any applicable exercise period, including the criteria forexercisability and the acceleration of exercisability and (iv) deal with anyother matter arising under the Plan. The Committee is authorized to interpret the Plan and the Optionsgranted under the Plan, to establish, amend and rescind any rules andregulations relating to the Plan, and to make any other determination that itdeems necessary or desirable for the administration of the Plan.  The Committee may correct any defect orsupply any omission or reconcile any inconsistency in the Plan or in any Optionin the manner and to the extent the Committee deems necessary ordesirable.  Any decision of the Committeein the interpretation and administration of the Plan shall lie within its soleand absolute discretion and shall be final, conclusive and binding on allparties concerned.  All powers of theCommittee shall be executed in its sole discretion and need not be uniform asto similarly situated individuals. Any act of the Committee with respect to thePlan may only be undertaken and executed with the affirmative consent of atleast two-thirds of the members of the Committee.

2.3           Responsibility of Committee.  No member of the Board, no member of theCommittee and no employee of the Company shall be liable for any act or failureto act hereunder, except in circumstances involving his or her bad faith, grossnegligence or 

 

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willful misconduct, orfor any act or failure to act hereunder by any other member of the Committee oremployee of the Company.  The Companyshall indemnify members of the Committee and any employee of the Companyagainst any and all liabilities or expenses to which they may be subjected byreason of any act or failure to act with respect to their duties under thePlan, except in circumstances involving his or her bad faith, gross negligenceor willful misconduct.

2.4           Delegation of Authority.  The Committee may delegate to an officer ofthe Company the authority to (i) make grants under the Plan to employees of theCompany and its subsidiaries who are not subject to the restrictions of Section16(b) of the Exchange Act and who are not expected to be subject to thelimitations of Section 162(m) of the Code, and (ii) execute and deliverdocuments or take any other ministerial actions on behalf of the Committee withrespect to Options.  The grant ofauthority under this Subsection 2.4 shall be subject to such conditions andlimitations as may be determined by the Committee.  If the Chairman makes grants pursuant to the delegated authorityunder this Subsection 2.4, references in the Plan to the “Committee” as theyrelate to making such grants shall be deemed to refer to the Chairman.

**3.             Participants.        **All employees, officers and directors of the Companyand its subsidiaries (including members of the Board who are not employees), aswell as consultants and advisors to the Company or its subsidiaries, areeligible to participate in the Plan. Consistent with the purposes of the Plan, the Committee shall haveexclusive power to select the employees, officers, directors and consultantsand advisors who may be granted Options under the Plan (“Optionees”).  Eligible individuals may be selectedindividually or by groups or categories, as determined by the Committee in itsdiscretion, and designation as a person to receive Options in any year shallnot require the Committee to designate such a person as eligible to receiveOptions in any other year.

**4.****             ****Options under the Plan.**

4.1           Common Stock Available for Options.  The aggregate number of shares of CommonStock that may be subject to Options shall be 400,000 shares of Common Stock,which may be authorized and unissued or treasury shares, subject to any adjustmentsmade in accordance with Section 5 hereof. The maximum number of shares of Common Stock with respect to whichOptions may be granted to any individual Optionee shall be 100,000 shares.  Any share of Common Stock subject to anOption that for any reason is cancelled or terminated without having beenexercised shall again be available for Options under the Plan; provided,however, that any such availability shall apply only for purposes ofdetermining the aggregate number of shares of Common Stock subject to Optionsand shall not apply for purposes of determining the maximum number of sharessubject to Options that any individual Optionee may receive.

4.2           Options.  Options are awards from the Company thatwill enable an Optionee to purchase shares of Common Stock, and they are not tobe treated as “incentive stock options” within the meaning of Section 422(b) ofthe Code.  Each Option shall beevidenced by an option agreement (“Option Agreement”) and shall be subject tothe 

 

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terms, conditions andrestrictions consistent with the Plan as the Committee may impose from time totime, subject to the following limitations:

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 andmay be equal to or greater than the Fair Market Value (as defined below) of ashare of Common Stock on the date the Option is granted.

If Common Stock ispublicly traded, then the “Fair Market Value” per share shall be determined asfollows: (x) if the principal trading market for the Common Stock is a nationalsecurities exchange or the Nasdaq National Market, the last reported sale pricethereof on the relevant date or (if there were no trades on that date) thelatest preceding date upon which a sale was reported, or (y) if the CommonStock is not principally traded on such exchange or market, the mean betweenthe last reported “bid” and “asked” prices of Common Stock on the relevantdate, as reported on Nasdaq or, if not so reported, as reported by the NationalDaily Quotation Bureau, Inc. or as reported in a customary financial reportingservice, as applicable and as the Committee determines.  If the Company Stock is not publicly tradedor, 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 beas 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 Stockthat have been owned by the Optionee for at least six months, or by acombination of these methods.  In thediscretion of the Committee, payment may also be made by delivering a properlyexecuted exercise notice to the Company together with a copy of irrevocableinstructions to a broker to deliver promptly to the Company the amount of saleor loan proceeds to pay the Exercise Price. To facilitate the foregoing, the Company may enter into agreements forcoordinated procedures with one or more brokerage firms.  The Committee may prescribe any other methodof paying the Exercise Price that it determines to be consistent withapplicable law and the purpose of the Plan, including, without limitation, inlieu of the exercise of an Option by delivery of shares of Common Stock of theCompany then owned by Optionee, providing the Company with a notarizedstatement attesting to the number of shares owned for at least six months,where upon verification by the Company, the Company would issue to the Optioneeonly the number of incremental shares to which the Optionee is entitled uponexercise of the Option.

4.2.3        Exercise Period.  Options shall be exercisable at such time ortimes and subject to such terms and conditions as shall be determined by theCommittee; provided, however, that no Option shall be exercisable later thanten years after the date it is granted. All Options shall terminate at such earlier times and upon suchconditions or circumstances as the Committee shall in its discretion set forthin 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 anOption Agreement), an Option may only be exercised while the Optionee isemployed by, or providing service to, the Company as an employee, member of theBoard or advisor or consultant.  In theevent that an Optionee ceases to be employed by, or provide service to, theCompany 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 shallterminate unless exercised within 90 days after the date on which the Optioneeceases to be employed by, or provide service to, the Company, but in any eventno later than the date of expiration of the Option.  Except as otherwise provided by the Committee, any Optionee’sOptions which are not otherwise exercisable as of the date on which theOptionee ceases to be employed by, or provide service to, the Company shallterminate as of such date.

4.3.2        In the event the Optionee ceases to beemployed by, or provide service to, the Company on account of a termination forCause by the Company or a termination by the Optionee, any Option held by theOptionee shall terminate as of the date the Optionee ceases to be employed by,or provide service to, the Company.  Inaddition, notwithstanding any other provisions of this Section 4, if theCommittee determines that the Optionee has engaged in conduct that constitutesCause 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, anyOption held by the Optionee shall immediately terminate.  In the event the Committee determines thatthe Optionee has engaged in conduct that constitutes Cause, in addition to theimmediate termination of all Options, the Optionee shall automatically forfeitall shares underlying any exercised portion of an Option for which the Companyhas not yet delivered the share certificates, upon refund by the Company of theExercise Price paid by the Optionee for such shares (subject to any right ofsetoff by the Company).

4.3.3        In the event the Optionee ceases to beemployed by, or provide service to, the Company because the Optionee isDisabled, any Option which is otherwise exercisable by the Optionee shallterminate unless exercised within one year after the date on which the Optioneeceases to be employed by, or provide service to, the Company, but in any eventno 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 exercisableby the Optionee shall terminate unless exercised within one year after the dateon which the Optionee ceases to be employed by, or provide service to, theCompany, but in any event no later than the date of expiration of the Option.

4.3.5                        For purposes of this Section 4.3:

 

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4.3.5.1                     The term “Company” shallmean the Company and its subsidiary corporations.

4.3.5.2                     “Disability” or “Disabled”shall mean an Optionee’s becoming disabled within the meaning of Section22(e)(3) of the Code.

4.3.5.3                     “Cause” shall mean, exceptto the extent specified otherwise by the Committee, a finding by the Committeethat the Optionee (i) has breached any provision of his or her employment orservice contract with the Company, including without limitation covenantsagainst competition, (ii) has engaged in any type of malfeasance or willfulmisconduct, including, without limitation, fraud, embezzlement, theft, commissionof a felony or proven dishonesty in the course of his or her employment orservice, (iii) has engaged in the illegal use of drugs or the excessive andrecurring use of alcohol, (iv) has engaged in the willful violation of Companypolicy or a willful, material violation of applicable law, or (v) has disclosedtrade secrets or confidential information of the Company to persons notentitled to receive such information.

4.4           Interpretation of Options.  In the event of any conflict between theprovisions of the Plan and the provisions of any Option Agreement, theprovisions of the Plan shall be controlling.

 

**5.             Adjustments to the Options.** In the event of any change in the outstanding Common Stock of theCompany by reason of any stock split, stock dividend, split-up, split-off,spin-off, recapitalization, merger, consolidation, reorganization, combinationor exchange of shares, a sale by the Company of all or part of its assets, orin the event of any distribution to stockholders other than a normal cash dividend,or other extraordinary or unusual event, if the Committee shall determine, inits discretion, that such change equitably requires an adjustment in the termsof 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 andbinding for all purposes of the Plan.

**6.             Change inControl.**

6.1           Effect.  Upon the occurrence of a Change in Control(as defined below), each outstanding Option on the date of such Change in Controlshall become exercisable in full (whether or not then exercisable).  In its sole discretion, the Committee maydetermine that, upon the occurrence of a Change in Control, each outstandingOption shall terminate within a specified number of days after notice to theOptionee thereunder, and each such Optionee shall receive, with respect to eachshare of Common Stock subject to such Option, an amount equal to the excess ofthe Fair Market Value of such shares immediately prior to such Change inControl over the exercise price per share of such Option; such amount shall bepayable in cash, in one or more kinds of property (including the property, ifany, payable in the transaction) or a combination thereof, as the Committeeshall determine in its sole discretion.

 

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6.2           Defined.  For purposes of this Plan, a Change inControl shall be deemed to have occurred if:

6.2.1        a tender offer (or series of relatedoffers) shall be made and consummated for the ownership of 50% or more of theoutstanding voting securities of the Company;

6.2.2        the Company shall be merged orconsolidated with another corporation and as a result of such merger orconsolidation less than 50% of the outstanding voting securities of the survivingor resulting corporation shall be owned in the aggregate by the formershareholders of the Company, any employee benefit plan of the Company or itssubsidiaries, and their affiliates;

6.2.3        the Company shall sell substantially allof its assets to another corporation that is not wholly owned by the Company;or

6.2.4        a Person (as defined below) shallacquire 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 votingsecurities shall take into account and shall include ownership as determined byapplying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the datehereof) under the Exchange Act.  Alsofor purposes of this Subsection 6.2, Person shall have the meaning given inSection 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and14(d) thereof; however, a Person shall not include (1) the Company or any ofits subsidiaries; (2) a trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any of its subsidiaries; (3) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities; or (4) a corporation owned, directly or indirectly, by theshareholders of the Company in substantially the same proportion as theirownership of stock of the Company.

 

**7.             Transferability of Options.** Except as provided below, an Optionee’s rights under an Option may notbe transferred or encumbered, except by will or by the laws of descent anddistribution or pursuant to a qualified domestic relations order (as definedunder Section 414(p) the Code).

**8.             Withholding.** All distributions made with respect to an Option shall be net of anyamounts required to be withheld pursuant to applicable federal, state and localtax withholding requirements.  TheCompany may require an Optionee to remit to it or to the corporation thatemploys an Optionee an amount sufficient to satisfy such tax withholding requirementsprior to the delivery of any certificates for Common Stock.  In lieu thereof, the Company or theemploying corporation shall have the right to withhold the amount of such taxesfrom any other sums due or to become due to the Optionee as the Company shallprescribe.  The Committee may, in itsdiscretion and subject to such rules as it may adopt, permit an Optionee to payall or a portion of the federal, state and local withholding taxes arising inconnection with any Option exercise by electing to have the Company withholdshares of Common Stock having a Fair Market Value equal to the amount of tax tobe withheld.

 

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**9.             Shareholder Rights.** An Optionee shall not have any of the rights or privileges of a holderof Common Stock for any Common Stock that is subject to an Option, includingany rights regarding voting or the payment of dividends, unless and until acertificate representing such Common Stock has been delivered to the Optionee.

**10.          Tenure.**  An Optionee’sright, if any, to continue to serve the Company or its subsidiaries as adirector, officer, employee, consultant or advisor shall not be expanded orotherwise affected by his or her designation as an Optionee.

**11.          No Fractional Shares.** No fractional shares of Common Stock shall be issued or deliveredpursuant to the Plan or any Option.  TheCommittee shall determine whether cash shall be paid in lieu of fractionalshares or whether such fractional shares or any rights thereto shall be forfeitedor 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).  ThePlan may be amended or suspended in whole or in part at any time and from timeto time by the Board, but no amendment shall be effective unless and until thesame 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 Optionsthat may be granted to any individual Optionee.  No amendment or suspension of the Plan shall adversely affect ina material manner any right of any Optionee with respect to any Option theretoforegranted without such Optionee’s written consent.

**13.          Governing Law.** This Plan, Options granted hereunder and actions taken in connectionwith the Plan shall be governed by the laws of the State of Delaware regardlessof the law that might otherwise apply under applicable principles of conflictsof laws.

**14.          Effective Date.** This Plan shall be effective as of January 1, 1999, which is date as ofwhich the Plan was adopted by the Board.

 

**APPROVED, as of January 1, 1999**

**ADJUSTED BY THE COMMITTEE, as of September 10, 2001**

**AMENDED, as of January 29, 2004**

 

**IESI CORPORATION**

 

 

 
| By:    | /s/ Thomas J. Cowee          |
|--------|------------------------------|
|   | Thomas J. Cowee              |
|   | Senior Vice President  & |
|   | Chief Financial Officer      |

 

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