**Exhibit10.14**

 

**EMPLOYMENTAGREEMENT**

** **

THIS EMPLOYMENT AGREEMENT(the “Agreement”) is made and entered into effective as of January 1, 2004 (the“Effective Date”), by and between IESI Corporation, a Delaware corporation(“IESI” or “Employer”), and Thomas J. Fowler (“Executive”).

 

**WITNESSETH**

 

WHEREAS, Employer desiresto employ Executive, and Executive desires to be employed by Employer, upon theterms and subject to the conditions set forth in this Agreement;

 

NOW, THEREFORE, inconsideration of the mutual promises and covenants herein set forth and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Employer and Executive, intending to be legally bound,agree as follows:

 

**1.****                                      Employment**- IESI hereby employs Executive as its Senior Vice President, Secretary, andGeneral Counsel upon the terms and conditions and for the compensation hereinprovided. Executive hereby agrees to be so employed and to render the servicesspecified herein for Employer and any subsidiaries or affiliates of Employer.In his capacity as its Senior Vice President, Secretary, and General Counsel ofEmployer, Executive shall devote his full and undivided business time andattention to his duties and responsibilities.

 

**2.****                                      Term ofEmployment** - Subject to the provisions for termination as provided inSection 5 hereof, the term of Executive's employment hereunder (the “Term”)shall be for a period commencing as of the Effective Date and terminatingDecember 31, 2005

 

**3.****                                      Duties andPowers** - During the Term, Executive agrees as follows: to devote hisfull and exclusive business time and attention to the business of Employer andof any subsidiaries or affiliates of the Company including, but not limited to,IESI Corporation (excluding reasonable vacations and sick leave in accordancewith Employer's policies consistent with his position); to perform all dutiesin a professional and prudent manner, to devote the best of his skill, energy,experience and judgment to such duties; and to communicate to Employersuggestions, ideas or information that may be helpful to Employer in itsbusinesses.  Executive shall have allthe powers and agrees to perform all of the duties associated with his positionas Senior Vice President, Secretary, and General Counsel of Employer, subjectto all lawful policies and guidelines as may be established by the Board ofDirectors of Employer (the “Board”). Executive agrees not to engage in any other activity or own any interestthat would conflict with the interests of Employer or would interfere with hisresponsibilities to Employer and the performance of his duties hereunder; provided,however, that: (i) passive investment of less than 5% of the outstandingsecurities of any company or any other investment that does not conflict withExecutive's performance of his duties to Employer hereunder shall be deemed notto violate this provision, it being understood that, except as set forth below,an investment of more than 5% in a company other than Employer engaged in thesolid waste industry shall be deemed to conflict with Executive's performanceof his duties hereunder; and (ii) Executive may

 

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engage in activitiesinvolving charitable, educational, religious and similar types oforganizations, speaking engagements and similar type activities to the extentthat such other activities do not detract from the performance by Executive ofhis duties and obligations hereunder.

 

**4.****                                      Compensationand Benefits** - For all services rendered by Executive pursuant to thisAgreement, Employer shall compensate Executive as follows:

 

(a)           Base Compensation - Inconsideration of the full and faithful performance by Executive of hisobligations hereunder during the Term and subject to the terms and conditionsset forth herewith, Employer (or any subsidiary or affiliate of Employer forwhich Executive also provides services hereunder) shall pay to Executive$180,000 per annum (such annual compensation as it may be increased from timeto time shall be referred to herein as the “Base Compensation”).  Executive's Base Compensation will be paidin accordance with Employer's customary payroll practices (but not lessfrequently than monthly) and will be prorated based upon the number of dayselapsed in any partial year. Base Compensation shall be reviewed annually andmay be increased at the sole discretion of the Board.

 

(b)           Bonus - In addition to theBase Compensation payable to Executive, Executive may be awarded performancebonuses from time to time, in the sole discretion of the Board.

 

(c)           Benefits - Vacation.  During the Term, Executive shall be entitledto such benefits (including health, dental and disability coverage, lifeinsurance, 401K, holiday and sick days) as Employer may, from time to time,make available to its executive employees. Executive shall be entitled to three(3) weeks paid vacation during each calendar year of employment, with suchvacation allowance being prorated in respect of any employment period of lessthan 12 full months. Notwithstanding the foregoing, Executive shall not be entitledto take more than two weeks of vacation leave at any one time. Unused vacationshall not be carried forward.

 

(d)           Expenses - Executive shall beentitled to reimbursement for his ordinary and necessary business expenses,incurred in the performance of his duties under this Agreement if supported byreasonable documentation as required by Employer in accordance with its usualpractices.

 

(e)           Car Allowance - During theTerm, Executive shall be entitled to a car allowance of $700 per month.  Executive shall be responsible for all costsassociated with such car (other than fuel expenses reimbursable under Section4(d) hereof).

 

(f)            Liability for Taxes -Employer shall have no liability for any tax obligation of Executiveattributable to any payment made under this Agreement except for customaryfederal and state withholding taxes (e.g., social security, Medicare,etc.).  Employer may withhold from anysuch payment such amounts as may be required by applicable provisions of theInternal Revenue Code, other tax laws, and the rules and regulations of theInternal Revenue Service and other tax agencies, as in effect at the time ofany such payment.

 

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**5.             Expiration/Termination ofEmployment**

 

(a)           Expiration at End of Term -Unless earlier terminated in accordance with the terms of this Agreement,Executive's employment shall expire at the end of the Term.

 

(b)           Termination at Will - Theparties acknowledge and agree that Executive's employment hereunder is an employmentat will.  Notwithstanding any otherprovision contained in this Agreement, either Executive or Employer mayterminate Executive's employment hereunder at any time with or without Cause(as defined in subsection 5(e)(i)) or for Good Reason (as defined in subsection5(e)(ii)) at his election upon prior written notice (a “Termination Notice”) tothe other.  A Termination Notice shallbe effective upon delivery to the other party and the termination shall be effectiveas of the date set forth in such Termination Notice (hereinafter, the“Termination Date”).

 

(c)           Effect of Expiration orTermination For Cause or Without Good Reason - Upon the expiration of thisAgreement pursuant to subsection 5(a) hereof or upon a termination of thisAgreement pursuant to subsection 5(b) hereof by Employer with Cause or byExecutive without Good Reason, Executive shall be entitled to payment of: (i)Base Compensation through the Termination Date; (ii) amounts accrued underbenefit plans in which Executive is a participant as of the Termination Date.

 

(d)           Effect Of Termination WithoutCause or For Good Reason - Upon the termination of this Agreement pursuantto subsection 5(b) hereof by Employer without Cause or by Executive for GoodReason, Executive shall be entitled to payment of: (i) Base Compensation (atthe rate in effect on the date of such termination) and all benefits underSection 4(c) hereof for 24 months; and (ii) amounts accrued under benefit plansin which Executive is a participant as of such termination date..

 

(e)           Effect Of Termination Following aChange of Control  -Notwithstanding any other provision in this Agreement to the contrary,following a Change in Control as defined in Section 6 hereof, (a) if Executivechooses to terminate his employment without Good Reason pursuant to Section5(b) hereof, such termination shall be treated as termination under Section5(c) hereof; (b) if Employer (or its successor) terminates Executive'semployment without Cause pursuant to Section 5(b) hereof, such termination shallbe treated as a termination under Section 5(d) hereof, except that Executiveshall receive Base Compensation and benefits for the “Payout Period” (asdefined below).  For the purposes ofthis Agreement, “Payout Period” shall mean 24 months and includes BaseCompensation for each year, bonus (equal to 33 % of Base Compensation, times 2years) and benefits.  If a Change inControl as defined in Section 6 occurs within 6 months after Executive has beenterminated Without Cause or For Good Reason, then termination shall be treatedas a termination following a Change of Control, and Executive shall receiveBase Compensation, bonus and benefits as defined by the “Payout Period”.

 

(f)            Definitions of “Cause” and “GoodReason” - For purposes of this Agreement, the terms “Cause” and “GoodReason” shall have the following meanings:

 

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(i)            “Cause” shall mean (1) the failureof Executive to perform his duties with Employer (other than any such failureresulting from death or the inability of Executive to perform the essentialfunctions of his job, with or without a reasonable accommodation) or thematerial breach of this Agreement by Executive if Employer gives notice of suchcause and it remains uncured for ten (10) days following such notice; (2) anyact by Executive of fraud or dishonesty with respect to any aspect ofEmployer's business; (3) drug or alcohol abuse or related behavior that impedesExecutive's job performance or brings Executive or Employer into disrepute inthe community; (4) misappropriation of funds or any corporate opportunity: (5)a conviction or affirmative finding by an appropriate administrative agencythat Executive is guilty of a felony or crime of moral turpitude (or a plea ofnolo contendere thereto); (6) acts by Executive attempting to secure orsecuring any personal profit not fully disclosed to and approved by the Boardin connection with any transaction entered into on behalf of Employer; or (7)gross, willful or wanton negligence or misconduct by Executive.

 

(ii)           “Good Reason” shall mean (1) amaterial and adverse change in Executive's status or position as an officer ofEmployer or a material reduction in the duties and responsibilities previouslyexercised by Executive, or any removal of Executive from or any failure toreappoint or reelect Executive to such position, except in connection with thetermination of Executive's service as an officer for Cause, or as a result ofExecutive's death or inability to perform the essential functions of his job,with or without a reasonable accommodation, or (2) a reduction (other than forCause) by Employer in Executive's Base Compensation as of the date hereof, or(3) a relocation of Executive's assigned place of employment outside theDallas/Fort Worth Standard Metropolitan Statistical Area without Executive'sconsent, or (4) a Change of Control.

 

(f)            Upon the termination of thisAgreement by Employer with Cause or by Executive without Good Reason, Employershall have the option, exercisable within ninety (90) days after thetermination date, to purchase all stock of Employer then owned by Executive atfair market value on the date of termination, which shall be determined in goodfaith by the Board.  In the event thatExecutive disagrees with the Board's determination of fair market value, itshall be determined by an independent certified public accountant selected bythe Board.  Payment for such stockshall, at Employer's option, be in cash or by promissory note in the amount ofthe fair market value, bearing interest at 10% annum, and payable in no morethan three equal annual installments of principal, together with accruedinterest.

 

(g)           Upon the termination of thisAgreement by Employer without Cause or by Executive with Good Reason, Executiveshall have the option, exercisable within ninety (90) days after thetermination date, to require Employer to purchase all stock of Employer thenowned by Executive, the valuation and payment terms to be determined as set outin (f) above.  Executive (or his dulydesignated personal representative or executor) shall have the same option torequire Employer to purchase Executive's stock in the event of Executive's

 

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death or permanentdisability.  Such option must beexercised by notice to Employer within ninety (90) days after Executive's deathor permanent disability.

 

(h)           Notwithstanding any provision to thecontrary in any of the Company's stock option plans or agreements, in the eventof Executive's permanent disability or death, any and all stock options thathave been granted to Executive by the Company shall be exercisable by Executiveand/or his successor, assigns, administrators or executors during the ten years(plus any replacement options and or time extensions to the existing options)that said stock option(s) are outstanding.

 

**6.****                                      Change inControl is defined as:**

 

For purposes ofthis Plan, a Change in Control shall be deemed to have occurred if:

 

(a)           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 Employer;

 

(b)           the Employer shall be merged orconsolidated with another corporation and as a result of such merger orconsolidation less than 50% of the outstanding voting securities of thesurviving or resulting corporation shall be owned in the aggregate by theformer shareholders of the Company, any employee benefit plan of the Company orits subsidiaries, and their affiliates;

 

(c)           the Employer shall sell substantiallyall of its assets to another corporation that is not wholly owned by theCompany; or

 

(d)           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 ofthis Section, ownership of voting securities shall take into account and shallinclude ownership as determined by applying the provisions of Rule13d-3(d)I)(i) (as in effect on the date hereof) under the Exchange Act.  Also for purposes of this Section 6(b),Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, asmodified and used in Sections 13(d) and 14(d) thereof; however, a Person shallnot include (1) the Employer or any of its subsidiaries; (2) a trustee or otherfiduciary holding securities under an employee benefit plan of the Company orany of its subsidiaries; (3) an underwriter temporarily holding securitiespursuant to an offering of such securities; or (4) a corporation owned,directly or indirectly, by the shareholders of the Employer in substantiallythe same proportion as their ownership of stock of the Company.

 

**7.****                                      Non-Interference,Non-Solicitation and Non-Competition Covenants**

 

(a)           Pursuant to this Agreement, Executivehas agreed to become Senior Vice President, Secretary, and General Counsel ofEmployer and to comply with a non-disclosure provision

 

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in Section 8. Executiverecognizes and acknowledges that he will be given access to certain ofEmployer's Confidential Information (as hereafter defined in Section 9(a)), andhave access to and authority to develop relationships with customers ofEmployer because of his position and status as an Employer's Senior VicePresident, Secretary, and General Counsel, which he would not otherwiseattain.  In consideration of theforegoing, Executive agrees to comply with the terms of this Section 7.

 

(b)           The restraints imposed by thisSection 7 shall apply during any period that Executive continues to receivepayment of Base Compensation hereunder, and for a period of one year thereafter(the “Restricted Period”). Notwithstanding any other provision in thisAgreement, if Employer terminates Executive's employment under Section 5(e)following a Change in Control, the Restricted Period shall extend for a periodending one year after the Payout Period. In the event that any Court having jurisdiction should find that theRestricted Period is so long and/or the scope (distance) (as set forth below)is so broad as to constitute an undue hardship on Executive, then, in suchevent only, the Restricted Period and area limitations shall be valid for themaximum time and area for which they could be legally made and enforced.

 

(c)           During the Restricted Period,Executive shall not, as an executive (other than an executive of Employer or anaffiliate thereof), employee, employer, stockholder, officer, director,partner, consultant, advisor, proprietor, lender, provider of capital or otherownership, operational or management capacity, directly or indirectly, (i)solicit or hire any employee of Employer or otherwise interfere with or disruptthe employment relationship between Employer and any employee, (ii) solicit ordo business with (a) Employer's customers with whom Employer did business whileExecutive was employed under this Agreement or (b) individuals or entities whomExecutive met as a result of his position with Employer while Executive wasemployed under this Agreement, that results in competition with Employer in anycounty, parish or other comparable jurisdiction within a state, province ornation located in North America in which any of such customers have operations(other than customers whose business relationship with Employer has terminatedfor at least 90 days) or in which Employer has conducted business whileExecutive was employed under this Agreement (collectively, the “RestrictedArea”), or (iii) be associated with any entity engaged in the business ofnon-hazardous waste disposal in the Restricted Area that results in competitionwith Employer (but excluding association due to ownership of less than 5% ofthe outstanding securities of any such entity).

 

(d)           Executive expressly recognizes andagrees that the restraints imposed by this Section 7 are (i) reasonable as totime, geographic limitation and scope of activity to be restrained; (ii)reasonably necessary to the enjoyment by Employer of the value of its assetsand to protect its legitimate interests; and (iii) not oppressive.  Executive further expressly recognizes andagrees that the restraints imposed by this Section 7 represent a reasonable andnecessary restriction for the protection of the legitimate interests ofEmployer, that the failure by the Executive to observe and comply with thecovenants and agreements in this Section 7 will cause irreparable harm toEmployer, that it is and will continue to be difficult to ascertain the harmand damages to Employer that such a failure by the Executive would cause, thatthe consideration received by the Executive for entering into these covenantsand

 

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agreements is fair, thatthe covenants and agreements and their enforcement will not deprive Executiveof his ability to earn a reasonable living in the waste disposal field orotherwise, and that Executive has acquired knowledge and skills in his fieldthat will allow him to obtain employment without violating these covenants andagreements. Executive further expressly acknowledges that he has beenencouraged to and has consulted independent counsel, and has reviewed andconsidered this Agreement with that counsel before executing this Agreement.

 

**8.****                                      Memoranda,Notes, Records, Etc.** - All memoranda, notes, records, customer lists orother documents made or compiled by Executive or otherwise made available tohim concerning the business of Employer or its subsidiaries or affiliates shallbe Employer's property and shall be delivered to Employer upon the expirationor termination of Executive's employment hereunder or at any other time uponrequest by Employer, and Executive shall retain no copies of thosedocuments.  Executive shall never at anytime have or claim any right, title or interest in any material or matter ofany sort prepared for or used in connection with the business or promotion ofEmployer.

 

**9.****                                      Nondisclosure**

 

(a)           Executive hereby acknowledges that inconnection with his employment by Employer he will be exposed to and may obtaincertain information (including, without limitation, procedures, memoranda,notes, records and customer and supplier lists whether such information hasbeen or is made, developed or compiled by Executive or otherwise has been or ismade available to him) regarding the business and operations of Employer andits subsidiaries or affiliates. Executive further acknowledges that such information and procedures areunique, valuable, considered trade secrets and deemed proprietary by Employer.For purposes of this Agreement, such information and procedures shall be referredto as “Confidential Information,” except that the following shall not beconsidered Confidential Information: (i) information disclosed on anon-confidential basis to third parties by Employer (but not by Executive inviolation of this Agreement), (ii) information released from confidentialtreatment by written consent of Employer, and (iii) information lawfullyavailable to the general public.

 

(b)           Executive agrees that allConfidential Information is and will remain the property of Employer.  Executive further agrees, for the durationof the Term and thereafter, to hold in the strictest confidence allConfidential Information, and not to, directly or indirectly, duplicate, sell,use, lease, commercialize, disclose or otherwise divulge to any person or entityany portion of the Confidential Information or use any Confidential Informationfor his own benefit or profit or allow any person, entity or third party, otherthan Employer and authorized Executives of the same, to use or otherwise gainaccess to any Confidential Information.

 

(c)           It is the intention of the partiesthat to the extent any Confidential Information may constitute a “trade secret”as defined by Texas common law, then, in addition to the remedies set forth inthis Agreement, Employer may elect to bring an action against

 

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Executive in the case ofany actual or threatened misappropriation of any such trade secret byExecutive.

 

(d)           Regardless of whether any of theConfidential Information or any of the items set forth in Section 8 and thisSection 9 constitute a trade secret as defined by Texas common law, Executiveexpressly recognizes and agrees that the restrictions contained in Section 8 ofthis Agreement and this Section 9 represent a reasonable and necessaryprotection of the legitimate interests of Employer, that his failure to observeand comply with his covenants and agreements in those Sections will causeirreparable harm to Employer, that it is and will continue to be difficult to ascertainthe harm and damages to Employer that such a failure by Executive could cause,and that a remedy at law for such failure by Executive will be inadequate.

 

**10.****                               Enforcement** -The parties hereto recognize that the covenants of Executive hereunder arespecial, unique and of extraordinary character.  Accordingly, it is the intention of the parties that, in additionto any other rights and remedies which Employer may have in the event of anybreach of said Sections, Employer shall be entitled, and hereby is expresslyand irrevocably authorized by Executive, interalia, to demandand obtain specific performance, including without limitation temporary andpermanent injunctive relief, and all other appropriate equitable relief againstExecutive in order to enforce against Executive, or in order to prevent anybreach or any threatened breach by Executive of, the covenants and agreementscontained herein. In case of any breach of this Agreement, nothing hereincontained shall be construed to prevent Employer from seeking such other remedyin the courts as it may elect or invoke.

 

**11.          Delegation of Duties and Assignmentof Rights**

 

(a)           Executive may not delegate theperformance of any of his obligations or duties hereunder, or assign any rightshereunder, without the prior written consent of Employer. Any such purporteddelegation or assignment in the absence of such written consent shall be nulland void with no force or effect. Notwithstanding the foregoing, nothing herein shall prevent Executivefrom delegating ministerial tasks to assistants of the type that are normallyassigned by executives to assistants.

 

(b)           Employer may not assign thisAgreement except with the prior written consent of Executive, except thatEmployer may without Executive's consent assign all of its rights andobligations under this Agreement to the person or entity acquiring a majorityof the assets or outstanding stock of IESI or pursuant to a merger orconsolidation of IESI.  In the event ofsuch an assignment by Employer, each reference in this Agreement to Employershall****include****the assignee from and after the date ofsuch assignment.

 

(c)           In the event of a valid assignmentpursuant to this Section 11, this Agreement shall be binding on and inure tothe benefit of the parties hereto and their respective heirs, representatives,successors and permitted assigns and any receiver, trustee in bankruptcy orrepresentative of the creditors of each such person.

 

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**12.****                               Survival of Covenants**- Notwithstanding anything contained in this Agreement, upon the expiration ofthe Term or the Restricted Period, as applicable, or in the event Executive'semployment is terminated for any reason whatsoever, the covenants andagreements of Executive contained in Sections 7 (to the extent set forththerein), 8, 9, 10 and 12 and the covenants of Employer contained in Section 5hereof shall survive any such expiration or termination and shall not lapseexcept as provided herein.

 

**13.****                               Warranty** -Executive does hereby warrant that he has not taken any action, and covenantsthat during the Term of this Agreement, or the Restricted Period, asapplicable, he shall take no such action, that constitutes or will constitute abreach of any agreement concerning confidential information and trade secrets,confidentiality, solicitation or non-competition to which he is bound as aparty.

 

**14.****                               Severability/Modification** - If any term or provision of this Agreement is held ordeemed to be invalid or unenforceable in whole or in part, by a court ofcompetent jurisdiction, such term or provision shall be ineffective to theextent of such invalidity or unenforceability without rendering invalid orunenforceable the remaining terms and provisions of this Agreement.

 

**15.****                               Governing Law**- This agreement is entered into in Texas, and the construction, validity andinterpretation of this agreement shall be governed by the laws of the State ofTexas without regard to the laws of conflicts of laws.

 

**16.****                               Effectiveness; EntireAgreement; Amendment** - This Agreement contains the entire understandingand agreement between the parties relating to the subject matter hereof and,upon the execution hereof, that certain Severance Agreement dated February 17,2003 between IESI Corporation and Executive is terminated and cancelled.  Neither this Agreement nor any provisionhereof may be waived, modified, amended, changed, discharged or terminated,except by an agreement in writing signed by the party against whom enforcementof any waiver, modification, change, amendment, discharge or termination issought.

 

**17.****                               Notices** - Anynotice required or permitted to be given under the provisions of this Agreementshall be in writing and shall be deemed to have been duly given on the date ofdelivery if delivered personally to the party to whom notice is to be given (orto the appropriate address below), or on the third day after mailing if mailedto the party to whom notice is to be given by certified or registered mail,return receipt requested, postage prepaid, or by courier, addressed as follows,or to such other person at such other address as any party may request inwriting to the other party to this Agreement:

 
| To Executive: |   | Thomas J. Fowler               |
|---------------|--------|--------------------------------|
|          |   | 1303 Briar Ridge Dr.           |
|          |   | Keller, Texas 76248            |
|          |   |                           |
| To IESI:      |   | IESI Corporation               |
|          |   | 2301 Eagle Parkway,  Suite 200 |
|          |   | Ft. Worth, Texas 76177         |

 

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Any party may change its address for purposes of this paragraph bygiving the other parties written notice of the new address in the manner setforth above.

 

**18.****       Headings** - The section headingsherein are for convenience only and shall not be used in interpreting orconstruing this Agreement.

 

INWITNESS WHEREOF, the parties hereto have executed this Employment Agreement tobe effective as of the Effective Date.

 
|   | **EXECUTIVE:**        |
|--------|-----------------------|
|   |                  |   |
|   |                  |   |
|   | /s/ Thomas J. Fowler  |
|   | **THOMAS  J. FOWLER** |
|   |                  |   |
|   |                  |   |
|   | **EMPLOYER:**         |
|   |                  |   |
|   | **IESI  CORPORATION** |
|   |                  |   |
|   |                  |   |
|   | BY:                   | /s/ Jeffrey J. Keenan |
|   |                  | **JEFFREY  J. KEENAN** |
|   |                  | **CHAIRMAN** |

 

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