**Exhibit 10.19****WASTE SERVICES, INC.****2007 Equity and Performance Incentive Plan****STOCK OPTION AGREEMENT**          THIS STOCK OPTION AGREEMENT (the “**Agreement**”), dated as of [ ], 2008 (the “**Date of Grant**”), ismade by and between Waste Services, Inc. (the “**Company**”), and **[insert name]**(the “**Participant**”).**R E C I T A L S****:**          WHEREAS, the Company has adopted the 2007 Equity and Performance Incentive Plan (the “**Plan**”),pursuant to which options may be granted to purchase shares of the Company’s Common Stock; and          WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “**Committee**”)has determined that it is in the best interests of the Company and its stockholders to grant to theParticipant a Stock Option to purchase the number of shares of the Company’s Common Stock set forthherein.          NOW THEREFORE, for and in consideration of the premises and the covenants of the partiescontained in this Agreement, and for other good and valuable consideration, the receipt of which ishereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agreeas follows:          1. Grant of Option.          The Company hereby grants to the Participant on the Date of Grant an option (the“**Option**”) to purchase [ **insert number of options**] shares of Common Stock (such shares ofCommon Stock, the “**Option Shares**”) on the terms and conditions set forth in this Agreementand as otherwise provided in the Plan. The Option is not intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code.          2. Incorporation by Reference, Etc.          The provisions of the Plan are hereby incorporated herein by reference. Except as otherwiseexpressly set forth herein, this Agreement shall be construed in accordance with the provisions ofthe Plan and any capitalized terms not otherwise defined in this Agreement shall have thedefinitions set forth in the Plan. The Committee shall have final authority to interpret andconstrue the Plan and this Agreement and to make any and all determinations under them, and itsdecision shall be binding and conclusive upon the Participant and his legal representative inrespect of any questions arising under the Plan or this Agreement.
 

 
          3. Terms and Conditions.          (a) Vesting. Subject to the Participant’s continued service with the Company and itsAffiliates on each applicable vesting date, the Option shall vest and thereby become exercisablewith respect to one-third of the Option Shares on each of [ ] , 20[ ], [ ] , 20[ ] and [ ] , 20[].          (b) Option Price. The price at which the Participant shall be entitled to purchasethe Option Shares upon the exercise of all or any portion of the Option shall be $[ ] per OptionShare.          (c) Expiration Date. Subject to Section 3(e) hereof, the Option shall expire at theend of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on[ ], 20[ ] (the “**Option Period**”).          (d) Exercisability of the Option.               (i) The Option may be exercised only by written notice, which notice shall either be deliveredin person, by mail or by electronic means and shall be accompanied by payment therefor. Thepurchase price of the Option Shares shall be paid by the Participant to the Company (A) (1) in cash(by check or wire transfer) or (2) by means of a broker-assisted “cashless exercise” program; or(B) by such other method as the Committee may permit in its sole discretion, including withoutlimitation: (1) by a “net exercise” method. Notwithstanding the foregoing, in no event shall theParticipant be permitted to exercise the Option in a manner that the Committee determines wouldviolate the Sarbanes-Oxley Act of 2002, as amended, or any other applicable law or the applicablerules and regulations of the Securities and Exchange Commission or the applicable rules andregulations of any securities exchange or inter dealer quotation system on which the securities ofthe Company or any Affiliates are listed or traded.          (e) Effect of Termination of Service on the Option.               (i) Termination of Employment by Reason of Physical or Mental Disability, Retirement orDeath. If the Participant’s employment with the Company or any of its subsidiaries terminatedduring the Option Period by reason of the Participant’s physical or mental disability, death orretirement (the Committee having made a specific determination that such termination should betreated as retirement for purposes of the Plan) on or prior to the expiry date of the Option, whileengaged as an employee of the Company or any of its subsidiaries, the Option may be exercised bythe Participant (or if the Participant shall be disabled or deceased, the legal representative(s)of the Participant) at any time up to and including one year following such physical or mentaldisability, retirement or death for up to the full amount of the then vested Option Shares.Notwithstanding the foregoing, if the Participant’s employment is terminated on account of a reasonspecified in this Section 3(e)(i), any Option Shares that remain unvested on the effective date ofsuch termination that would vest on the next vesting date shall vest on that vesting date and anyother unvested Option Shares shall immediately expire. The Option
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shall expire and terminate at the earlier of (i) the end of such one year period from theeffective date of termination or (ii) the end of the Term. For greater certainty, during theperiod that the Participant is deemed to be an employee of the Company or any of its subsidiariespursuant to any medical or disability plan of the Company or any of its subsidiaries, suchParticipant shall also be deemed to be an employee for the purposes of the Plan, and the one yearperiod of continued exercisability provided in this Section 3(e)(i) shall commence upon thetermination of all actual and deemed employment by the Company or any of its subsidiaries; providedthat any such period of deemed employment and any such period of continued exercisability shallterminate no later than the end of the Option Period.               (ii) Other Termination of Employment. If the Participant’s employment with the Companyor any of its subsidiaries shall terminate during the Option Period for any reason other than thosedescribed in Section 3(e)(i), the Option (to the extent vested and exercisable on the date of suchtermination of employment) may be exercised at any time within ninety (90) days after suchtermination (but not beyond the expiration of the Option Period). The Option, to the extent notthen vested and exercisable, shall immediately expire upon such termination of employment. Forpurposes of the grant hereunder, any transfer of employment by the Participant among the Companyand any of its subsidiaries shall not be considered a termination of employment with the Company orany of its subsidiaries.               (iii) Change in Control. Notwithstanding any other provision hereof, immediately priorto the occurrence of any Change in Control of the Company, the Option shall become fully vested andexercisable. The phrase “immediately prior to” in the immediately preceding sentence shall meansufficiently in advance of the Change in Control to permit the Participant to take all stepsreasonably necessary to exercise the Option fully and to deal with the Optioned Shares so that theOptioned Shares shall be treated in the same manner in connection with the Change in Control as theshares of stock of other shareholders.          (f) Compliance with Legal Requirements. The granting and exercise of the Option, andany other obligations of the Company under this Agreement shall be subject to all applicablefederal and state laws, rules and regulations and to such approvals by any regulatory orgovernmental agency as may be required. The Committee, in its sole discretion, may postpone theissuance or delivery of Option Shares as the Committee may consider appropriate and may require theParticipant to make such representations and furnish such information as it may considerappropriate in connection with the issuance or delivery of Option Shares in compliance withapplicable laws, rules and regulations.          (g) Transferability. The Option shall not be transferable by the Participant otherthan by will or the laws of descent and distribution or as otherwise permitted by the Committee.          (h) Rights as Stockholder. The Participant shall not be deemed for any purpose to bethe owner of any shares of Common Stock subject to this Option unless,
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until and to the extent that (i) this Option shall have been exercised pursuant to its terms,(ii) the Company shall have issued and delivered to the Participant the Option Shares, and(iii) the Participant’s name shall have been entered as a stockholder of record with respect tosuch Option Shares on the books of the Company.          (i) Taxes. Unless the Committee permits or requires such withholding obligation to besatisfied by another method described in the Plan, the Participant shall be required to pay theCompany, and the Company (or any Affiliate) shall have the right to withhold from any Option Sharesto be delivered to the Participant, the amount of any federal, state or local withholding taxesrequired to be withheld, if any, upon the exercise of such Option.          4. Non-Competition / Confidentiality. As a condition to and in consideration of thegrant of the Option by the Company, the receipt and sufficiency of which consideration is herebyacknowledged, the Participant agrees:          (a) Except as required in the ordinary course of his employment by the Company or one of itsaffiliates, the Participant will not (either during the continuance of his employment by theCompany or one of its affiliates, or at any time thereafter) disclose to any third party other thanas authorized by the Company, the private affairs or any confidential information of the Company orits affiliates, including, but not limited to, non-public know-how regarding operating proceduresand processes, financial results or projections, budgets, customer files, customer lists,information regarding acquired or potential targets for acquisition, internal communications andcosting procedures or cost amounts to any person, and all such information, either in electronic,printed or verbal form.          (b) During the continuance of his employment by the Company or one of its affiliates, and fora period of two (2) years following the termination of his employment with the Company or anyaffiliate for any reason whatsoever, including, but not limited to, by reason of the voluntaryresignation of employment by the Participant, the Participant will not:               (i) within the geographic area serviced by any location of the Company or any affiliate forwhich the Participant primarily performed duties during the last twelve (12) months of hisemployment, directly or indirectly, in any manner whatsoever, found, work for, consult for orassist in any way, whether in a paid or unpaid capacity, any person or entity which provides oroffers to provide goods and/or services which are competitive with the goods and/or servicesprovided by the Company or an affiliate from such location. For greater certainty, a person orentity which provides goods and/or services which are competitive with those provided by theCompany is one which provides or offers to provide collection and transportation for disposaland/or recycling and/or processing of solid, non-hazardous waste materials and/or portable toiletsupply;               (ii) solicit, interfere with or endeavor to entice way from the Company or any affiliate, anycustomer, client or any person, firm or corporation in the
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habit of dealing with the Company or any affiliate in the last twelve (12) months of theParticipant’s employment.In the event that any of the provisions of this Section 4 conflict with the provisions of anyconfidentiality and/or non-competition covenant given by the Participant in favor of the Company orany affiliate pursuant to an employment agreement entered into by the Participant and the Companyor any affiliate either prior to or at any time after the date of execution of this Agreement, thenthe confidentiality and/or non-competition provisions contained in such employment agreement as ineffect at the applicable time shall apply and govern and the Participant’s acknowledgement, by theexecution of this Agreement, that he is bound by the provisions of the confidentiality and/ornon-competition provisions of such employment agreement is a condition to and consideration for thegrant of the Option by the Company.          5. Miscellaneous.          (a) Notices. All notices, demands and other communications provided for or permittedhereunder shall be made in writing and shall be by registered or certified first-class mail, returnreceipt requested, telecopier, courier service or personal delivery or by such other electronicmeans as may be approved by the Company:if to the Company:Waste Services, Inc.