**Exhibit 10.17**

** **

**EMPLOYMENT AGREEMENT**

** **

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered intoeffective as of July 1, 2003 (the “Effective Date”), by and between IESI NJCorporation, a Delaware corporation (“Company” or “Employer”), and EdwardApuzzi (“Employee”).

 

# **WITNESSETH**

# ** **

WHEREAS, the Company has previously entered into an EmploymentAgreement dated July 1, 1998 with the Employee that expired July 1, 2003; and

 

WHEREAS, Employer desires to continue to employ Employee, and Employeedesires to continue to be employed by Employer, upon the terms and subject tothe conditions set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the mutual promises and covenantsherein set forth and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Employer and Employee, intendingto be legally bound, agree as follows:

 

1.                                       **Employment** - Employer hereby employs Employee upon theterms and conditions and for the compensation herein provided.  Employee hereby agrees to be so employed andto render the services specified herein for Employer and any subsidiaries oraffiliates of Employer.  In his capacityas an employee of Employer, Employee shall have the title Vice President ofGovernmental Affairs and Northeast Business Development Director and shalldevote his full and undivided business time and attention to his duties andresponsibilities for Employer; provided, however, that Employershall have the right to reassign Employee to other managerial positions withthe Company.

 

2.                                       **Term of Employment** - Subject to the provisions for terminationas provided in Section 5 hereof, the term of Employee's employment hereunder(the “Term”) shall be for a period commencing as of the Effective Date andterminating thirty (30) months after the Effective Date.

 

3.                                       **Duties and Powers** - During the Term, Employee agrees asfollows:  to devote his full andexclusive business time and attention to the business of Employer and of anysubsidiaries or affiliates of the Company (excluding reasonable vacations andsick leave in accordance with Employer's policies consistent with hisposition); to perform all duties in a processional and prudent manner, todevote the best of his skill, energy, experience and judgment to such duties; andto communicate to Employer suggestions, ideas or information that may behelpful to Employer in its businesses. Employee agrees to perform all of the duties associated with hisposition, subject to all lawful policies and guidelines as may be establishedby the Chief Executive Officer of Employer. Employee agrees not to engage in any other activity or own any interestthat would conflict with the

 

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interests of Employer orwould interfere with his responsibilities to Employer and the performance ofhis duties hereunder; provided, however, that: (i) passiveinvestment of less that 5% of the outstanding securities of any company or anyother investment that does not conflict with Employee's performance of hisduties to Employer hereunder shall be deemed not to violate this provision, itbeing understood that, except as set forth below, an investment of more that 5%in a company other than Employer engaged in the solid waste industry shall bedeemed to conflict with Employee's performance of his duties hereunder;(ii)  Employee may 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 Employee ofhis duties and obligations hereunder; and (iii) Employee may engage in nonsolid waste related business activities and services, provided the time devotedthereto does not interfere with his full and exclusive business timeresponsibilities.  Employer may notrequire Employee to move or work more that 50 miles from New York City.

 

4.                                       **Compensation and Benefits** - For all services rendered by Employeepursuant to this Agreement, Employer shall compensate Employee as follows:

 

(a)           Base Compensation - In consideration of the fulland faithful performance by Employee of his obligations hereunder during theTerm and subject to the terms and conditions set forth herewith, Employer (orany subsidiary or affiliate of Employer for which Employee also providesservices hereunder) shall pay to Employee $180,000.00 (such compensation as itmay be increased from time to time shall be referred to herein as the “BaseCompensation”).   Employee's BaseCompensation will be paid in accordance with Employer's customary payrollpractices (but not less frequently than monthly) and will be prorated basedupon the number of days elapsed in any partial year.  Base Compensation shall be reviewed annually and may be increasedat the sole discretion of the Chief Executive Officer of Employer, inconsultation with the Board.

 

(b)           Bonus - In addition to the Base Compensationpayable to Employee, Employee may be awarded cash performance bonuses from timeto time, in such amounts (up to 25% of Base Compensation) as determined in thesole discretion of the Chief Executive Officer of Employer, in consultationwith the Board.

 

(c)           Stock Options - As a Northeast Region employee, youwill be eligible to participate in the IESI Stock Option Plan.  Option grants are reviewed annually andsubject to IESI's Board of Directors approval.

 

(d)           Benefits - During the Term, Employee shall beentitled to such benefits (including health and disability coverage, lifeinsurance, holidays and sick days) as Employer may, from time to time, makeavailable to its management employees. Employee shall be entitled to three (3) weeks paid vacation during eachcalendar year of employment, with such vacation allowance being prorated inrespect of any employment

 

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period of less than one fullcalendar year.  Notwithstanding theforegoing, Employee shall not be entitled to take more than one week's vacationleave at any one time.  Unused vacationshall not be carried forward.

 

(e)           Expenses - Employee shall be entitled toreimbursement for his ordinary and necessary business expenses incurred in theperformance of his duties under this Agreement if supported by reasonabledocumentation as required by Employer in accordance with its usual practices.

 

(f)            Car Allowance - During the Term, Employee shall beentitled to a car allowance of $800 per month. Employee shall be responsible for all costs associated with such car(other than fuel expenses reimbursable under section 4(d) hereof).

 

(g)           Liability for Taxes - Employer shall have noliability for any tax obligation of Employee attributable to any payment madeunder this Agreement except for customary federal and state withholding taxes(e.g., social security, Medicare, etc.). Employer may withhold from any such payment such amounts as may berequired by applicable provisions of the Internal Revenue Code, other tax laws,and the rules and regulations of the Internal Revenue Service and other taxagencies, as in effect at the time of any such payment.

 

**5.****                                     ****Expiration/Termination ofEmployment**

 

(a)           Expiration at End of Term - Unless earlierterminated in accordance with the terms of this Agreement, Employee'semployment shall expire at the end of the Term.

 

(b)           Termination at Will - The parties acknowledge andagree that Employee's employment hereunder is an employment at will.  Notwithstanding any other provisioncontained in this Agreement, either Employee or Employer may terminateEmployee's employment hereunder at any time with or without Cause (as definedin subsection 5(e)(i)) or for Good Reason (as defined in subsection 5(e)(ii))at his election upon prior written notice (a “Termination Notice”) to theother.  A Termination Notice shall beeffective upon delivery to the other party and the termination shall beeffective as of the date set forth in such Termination Notice (hereinafter, the“Termination Date”).

 

(c)           Effect of Expiration or Termination For Cause orWithout Good Reason - Upon the expiration of the Agreement pursuant tosubsection 5(a) hereof or upon a termination of this Agreement pursuant tosubsection 5(b) hereof by Employer with Cause or by Employee without GoodReason, Employee shall be entitled to payment of:  (i) Base Compensation through the Termination Date; (ii) amountsaccrued under benefit plans in which Employee is a participant as of theTermination Date; and (iii) reimbursement of all outstanding expenses undersubsection 4(d).

 

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(d)           Effect of Termination Without Cause or For Good Reason- Upon termination of this Agreement pursuant to subsection 5(b) hereof byEmployer without Cause or by Employee for Good Reason, Employee shall beentitled to payment of:  (i) BaseCompensation for the remainder of the term of employment (payable promptlyfollowing the Termination Date) and all benefits under Section 4(c) hereof forthe remainder of the Term; and (ii) amounts accrued under benefit plans inwhich Employee is a participant as of such termination date; provided, however,that upon any such event, Employee shall have a good faith duty to mitigate theamounts and benefits due to him under this subsection 5(d).

 

(e)           Definitions of “Cause” and “Good Reason” - Forpurposes of this Agreement, the terms “Cause” and “Good Reason” shall have thefollowing meanings:

 

(i)            “Cause” shall mean (1) the failure of Employee to performhis duties as defined in paragraph 3 above with Employer (other than any suchfailure resulting from death or the inability of Employee to perform theessential functions of his job due to disability, with or without a reasonableaccommodation) or the breach of this Agreement by Employee if Employer givesnotice of such cause and it remains uncured for ten (10) days following suchnotice; (2) any act by Employee of fraud or dishonesty with respect to anyaspect of Employer's business; (3) drug or alcohol abuse or related behaviorthat impedes Employee's job performance or brings Employee or Employer intodisrepute in the community; (4) misappropriation of funds or any corporate opportunity;(5) a conviction or affirmative finding by an appropriate administrative agencythat Employee is guilty of a felony or crime of moral turpitude (or a plea ofnolo contendere thereto); (6) acts by Employee attempting to secure or securingany personal profit not fully disclosed to and approved by the Board inconnection with any transaction entered into on behalf of Employer; (7) gross,willful or wanton negligence or misconduct by Employee; or (8) any action ordecision by the Trade  Waste Commissionto rescind Employee's right to work for Employer provided however, that in theevent the Employee seeks to dispute this action or decision with a court ofcompetent jurisdiction, the Employee will be entitle to all benefits under thisAgreement in the event such court finds that the Trade Waste Commission shouldnot have denied the Employee to be an employee of Employer.

 

(ii)           “Good Reason” shall mean a reduction (other that forCause) by Employer in Employee's Base Compensation, an attempt by Employer torequire Employee to work more than 50 miles from New York City or a materialadverse reduction in Employees responsibilities.

 

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

 

(a)           Pursuant to this Agreement, Employee has agreed to becomean employee of Employer and to comply with a non-disclosure provision inSection 8 hereof.  Employee recognizesand acknowledges that he will be given access to certain of Employer'sConfidential Information (as hereafter defined in Section 8(a)), and haveaccess to and authority to develop relationships with customers of Employerbecause of his position and status as an employee of Company, which he wouldnot otherwise attain. In consideration of the foregoing, Employee agrees tocomply with the terms of this Section 6.

 

(b)           The restraints imposed by this Section 6 shall applyduring any period that Employee continues to receive payment of BaseCompensation hereunder, and for a period of six months thereafter (the“Restricted Period”).  In the event thatany Court having jurisdiction should find that the Restricted Period is so longand/or the scope (distance) (as set forth below) is so broad as to constitute anundue hardship on Employee, then, in such event only, the Restricted Period andarea limitations shall be valid for the maximum time and area for which theycould be legally made and enforced.

 

(c)           During the Restricted Period, Employee shall not, as anemployee (other than of Employer or an affiliate of Employer), employer,stockholder, officer, director, partner, consultant, advisor, proprietor,lender, provider of capital or other ownership, operational or managementcapacity, directly or indirectly, (i) solicit or hire any employee of Employeror otherwise interfere with or disrupt the employment relationship betweenEmployer and any employee, (ii) solicit or do business with (a) Employer'scustomers with whom Employer did business while Employee was employed underthis Agreement or (b) individuals or entities whom Employee met as a result ofhis position with Employer while Employee was employed under this Agreement,that results in competition with Employer in the non-hazardous waste disposalbusiness within 50 miles of the City of New York, in which any of suchcustomers have operations (other that customers whose business relationshipwith Employer has terminated for at least 90 days) or in which Employer hasconducted business while Employee was employed under this Agreement(collectively, the “Restricted Area”), or (iii) be associated with any entityengaged in the business of non-hazardous waste disposal in the Restricted Areathat results in competition with Employer.

 

(d)           Employee expressly recognizes and agrees that therestraints imposed by this Section 6 are (i) reasonable as to time, geographiclimitation and scope of activity to be restrained; (ii) reasonably necessary tothe enjoyment by Employer of the value of its assets and to protect itslegitimate interests; and (iii) not oppressive.  Employee further expressly recognizes and agrees that therestraints imposed by this Section 6 represent a reasonable and necessaryrestriction for the protection of the legitimate interests of Employer, thatthe failure by the Employee to observe and comply with the covenants andagreements in this Section 6 will cause irreparable harm to Employer, that itis and

 

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will continue to bedifficult to ascertain the harm and damages to Employer that such a failure bythe Employee would cause, that the consideration received by the Employee forentering into these covenants and agreements is fair, that the covenants andagreements and their enforcement will not deprive Employee of his ability toearn a reasonable living in the waste disposal field or otherwise, and that Employee has acquired knowledgeand skills in his field that will allow him to obtain employment withoutviolating these covenants and agreements. Employee further expressly acknowledges that he has been encouraged toand has consulted independent counsel, and has reviewed and considered thisAgreement with that counsel before executing this Agreement.

 

7.                                       **Memoranda, Notes, Records,Etc.** - All memoranda,notes, records, customer lists or other documents made or complied by Employeeor otherwise made available to him concerning the business of Employer or itssubsidiaries or affiliates shall be Employer's property and shall be deliveredto Employer upon the expiration or termination of Employee's employmenthereunder or at any other time upon request by Employer, and Employee shallretain no copies of those documents. Employee shall never at any time have or claim any right, title orinterest in any material or matter of any sort prepared for or used inconnection with the business or promotion of Employer.

 

**8.****                                     ****Nondisclosure**

 

(a)           Employee hereby acknowledges that in connection with hisemployment by Employer he will be exposed to and may obtain certain information(including, without limitation, procedures, memoranda, notes, records andcustomer and supplier lists whether such information has been or is made,developed or compiled by Employee or otherwise has been or is made available tohim) regarding the business and operations of Employer and it subsidiaries oraffiliates.  Employee furtheracknowledges that such information and procedures are unique, valuable,considered trade secrets and deemed proprietary by Employer.  For purposes of this Agreement, suchinformation and procedures shall be referred to as “Confidential Information”,expect that the following shall not be considered ConfidentialInformation:  (i) information disclosedon a non-confidential basis to third parties by Employer (but not by Employeein violation of this Agreement), (ii) information released from confidentialtreatment by written consent of Employer, and (iii) information lawfullyavailable to the general public.

 

(b)           Employee agrees that all Confidential Information willremain the property of Employer. Employee further agrees, for the duration of the Term and thereafter, tohold in the strictest confidence all Confidential Information, and not to,directly or indirectly, duplicate, sell, use, lease, commercialize, disclose orotherwise divulge to any person or entity any portion of the ConfidentialInformation or use any Confidential Information for his own benefit or allowany person, entity or third party, other than Employer and authorized Employeesof the same, to use or otherwise gain access to any Confidential Information.

 

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(c)           It is the intention of the parties that to the extent anyConfidential Information may constitute a “trade secret” as defined byapplicable law, then, in addition to the remedies set forth in this Agreement,Employer may elect to bring an action against Employee in the case of anyactual or threatened misappropriation of such trade secret by Employee.

 

(d)           Regardless of whether any of the Confidential Informationor any of the items set forth in Section 7 shall constitute a trade secret asdefined by applicable law, Employee expressly recognizes and agrees that therestrictions contained in Section 7 of this Agreement and this Section 8represent a reasonable and necessary protection of the legitimate interests ofEmployer, that his failure to observe and comply with his covenants andagreements in those Sections will cause irreparable harm to Employer, that itis and will continue to be difficult to ascertain the harm and damages to Employerthat such a failure by Employee could cause, and that a remedy at law for suchfailure by Employee will be inadequate.

 

9.                                       **Enforcement** - The parties hereto recognize that thecovenants of Employee hereunder are special, unique and of extraordinary character.  Accordingly, it is the intention of theparties that, in addition to any other rights and remedies which Employer mayhave in the event of any breach of said Sections, Employer shall be entitled,and hereby is expressly and irrevocably authorized by Employee, interalia,to demand and obtain specific performance, including without limitationtemporary and permanent injunctive relief, and all other appropriate equitablerelief against Employee in order to enforce against Employee, or in order to preventany breach or any threatened breach by Employee of, the covenants andagreements contained herein.  In case ofany breach of this Agreement, nothing herein contained shall be construed toprevent Employer from seeking such other remedy in the courts as it may elector invoke.

 

**10.****                              ****Delegation of Duties andAssignment of Rights**

 

(a)           Employee may not delegate the performance of any of hisobligations or duties hereunder, or assign any rights hereunder, without theprior written consent of Employer.  Anysuch purported delegation or assignment in the absence of such written consentshall be null and void with no force or effect.

 

(b)           Employer may not assign this Agreement except with theprior written consent of Employee, except that Employer may without Employee'sconsent assign all of it rights and obligations under this Agreement to theperson or entity acquiring a majority of the assets or outstanding stock ofEmployer, or the parent company of Employer, or pursuant to a merger orconsolidation of Employer, or the parent company of Employer.  In the event of such an assignment byEmployer, each reference in this Agreement to Employer shall include theassignee from and after the date of such assignment.

 

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(c)           In the event of a valid assignment pursuant to thisSection 10, this Agreement shall be binding on and inure to the benefit of theparties hereto and their respective heirs, representatives, successors andpermitted assigns and any receiver, trustee in bankruptcy or representative ofthe creditors of each such person.

 

11.                                 **Survival of Covenants** - Notwithstanding anything contained in thisAgreement, upon the expiration of the Term or the Restricted Period, asapplicable, or in the event Employee's employment is terminated for any reasonwhatsoever, the covenants and agreements of Employee contained in Sections 6(to the extent set forth therein), 7, 8, 9 and 11 and the covenants of Employercontained in Section 5 hereof shall survive any such expiration or terminationand shall not lapse except as provided herein.

 

12.                                 **Warranty** - Employee does hereby warrant that he hasnot taken any action and covenants that during the Term of this Agreement, orthe Restricted Period, as applicable, he shall take no such action, thatconstitutes or will constitute a breach of any agreement concerningconfidential information and trade secrets, confidentiality, solicitation ornon-competition to which he is bound as a party.

 

13.                                 **Severability / Modification** - If any term or provision of this Agreementis held or deemed to be invalid or unenforceable in whole or in part, by acourt of competent jurisdiction, such term or provision shall be ineffective tothe extent of such invalidity or unenforceability without rendering invalid orunenforceable the remaining terms and provisions of this Agreement.

 

14.                                 **Governing Law** - This agreement is entered into in NewJersey, and the construction, validity and interpretation of this agreementshall be governed by the law of the State of New Jersey without regard to thelaws of conflicts of laws.

 

15.                                 **Effectiveness; EntireAgreement; Amendment** -This Agreement contains the entire understanding and agreement between theparties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be waived, modified,amended, changed, discharged, or terminated, except by an agreement in writingsigned by the party against whom enforcement of any waiver, modification,change, amendment, discharge or termination is sought.

 

16.                                 **Notices** - Any notice required or permitted to begiven under the provisions of this Agreement shall be in writing and shall bedeemed to have been duly given on the date of delivery if delivered personallyto the party to whom notice is to be given (or to the appropriate addressbelow), or on the third day after mailing if mailed to the party to whom noticeis to be given by certified or registered mail, return receipt requested,postage prepaid, or by courier, addressed as follows, or to such other personat such other address as any party may request in writing to the other party tothis Agreement.

 

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| To Employee: | Edward Apuzzi                  |
|--------------|--------------------------------|
|         | 17 Harvest Drive               |
|         | Plainsboro, NJ  08536     |
|         |
| To Employer: | IESI NJ Corporation            |
|         | IESI Corporation               |
|         | Attention:  Thomas Fowler |
|         | 6125 Airport Freeway           |
|         | Haltom City, TX  76117    |
|         | 817-314-5800 (tel)             |
|         | 817-314-5238 (fax)             |

 

Any party may change itsaddress for purposes of this paragraph by giving the other parties writtennotice of the new address in the manner set forth above.

 

17.                                 **Headings** - The section headings herein are forconvenience only and shall not be used in interpreting or construing thisAgreement.

 

18.                                 **IESI's New York City HaulingCompany Purchase** -Provided Employee has not been terminated for Cause or breached any of theterms and conditions of this Agreement, Employee shall have, along with JosephLoVerde, a joint right of first option to purchase the following businesses inthe event the Company decides to sell or an offer to purchase is received:  the New York City Hauling Company, locatedat 2630 Park Avenue, Bronx, NY;  theVarick Street C&D Transfer Station at 330 Seventh Ave., Brooklyn, NY; andthe Jersey City Recycling at 5 Linden Avenue E, Jersey City, NJ.  In the event Employee exercises the abovejoint right of first option, then the Term of this Agreement shall expire onthe date of such exercise.

 

 

**INTENTIONALLY LEFT BLANK**

 

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IN WITNESS WHEREOF, the partieshereto have executed this Employment Agreement to be effective as of theEffective Date.

 
|   | **EMPLOYEE**             |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | /s/Edward Apuzzi         |
|   | Edward Apuzzi            |
|   |                     |
|   |                     |
|   | **EMPLOYER**             |
|   | **IESI NJ  CORPORATION** |
|   |                     |
|   |                     |
|   | By:                      | /s/ Charles F. Flood |
|   |                     | Charles F. Flood,  President and CEO |

 

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