**Exhibit10.17**

** **

**IESICORPORATION**

 

**1999Stock Option Plan**

 

**1.             Purpose.**                The purpose of the IESICorporation 1999 Stock Option Plan (the “Plan”) is to provide (i) key employeesof IESI Corporation (the “Company”) and its subsidiaries, (ii) certainconsultants and advisors who perform services for the Company or itssubsidiaries, and (iii) members of the Board of Directors of the Company (the“Board”), with the opportunity to acquire shares of the Class A Voting CommonStock of the Company (“Common Stock”). The Company believes that the Plan will enhance the incentive forparticipants to contribute to the growth of the Company, thereby benefiting theCompany and the Company’s shareholders, and will align the economic interestsof the participants with those of the shareholders.

 

**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 or desirable.  Any decision of the Committee in theinterpretation and administration of the Plan shall lie within its sole andabsolute discretion and shall be final, conclusive and binding on all partiesconcerned.  All powers of the Committeeshall be executed in its sole discretion and need not be uniform as tosimilarly 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 willful misconduct, or for any act or failure to act hereunder byany other member of the

 

----

 

 Committee or employee of the Company.  The Company shall indemnify members of theCommittee and any employee of the Company against any and all liabilities orexpenses to which they may be subjected by reason of any act or failure to actwith respect to their duties under the Plan, except in circumstances involvinghis or her bad faith, gross negligence or 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 Company and its subsidiaries (including membersof the Board who are not employees), as well as consultants and advisors to theCompany or its subsidiaries, are eligible to participate in the Plan.  Consistent with the purposes of the Plan,the Committee shall have exclusive power to select the employees, officers,directors and consultants and advisors who may be granted Options under thePlan (“Optionees”).  Eligible individualsmay be selected individually or by groups or categories, as determined by theCommittee in its discretion, and designation as a person to receive Options inany year shall not require the Committee to designate such a person as eligibleto receive Options in any other year.

 

**4.****                                      Optionsunder the Plan.**

 

4.1           Common Stock Available for Options.  The aggregate number of shares of CommonStock that may be subject to Options shall be 200,000 shares of Common Stock,which may be authorized and unissued or treasury shares, subject to any 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 terms, conditions and restrictions consistent with the Plan as theCommittee may impose from time to time, subject to the following limitations:

 

2

----

 

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 is publicly traded, then the “Fair Market Value” pershare shall be determined as follows: (x) if the principal trading market forthe Common Stock is a national securities exchange or the Nasdaq NationalMarket, the last reported sale price thereof on the relevant date or (if therewere no trades on that date) the latest preceding date upon which a sale wasreported, or (y) if the Common Stock is not principally traded on such exchangeor market, the mean between the last reported “bid” and “asked” prices ofCommon Stock on the relevant date, as reported on Nasdaq or, if not soreported, as reported by the National Daily Quotation Bureau, Inc. or asreported in a customary financial reporting service, as applicable and as theCommittee determines.  If the CompanyStock is not publicly traded or, if publicly traded, is not subject to reportedtransactions or “bid” or “asked” quotations as set forth above, the Fair MarketValue per share shall be as determined by the Committee.

 

4.2.2        Payment of Exercise Price.  The Exercise Price may be paid in cash or,in the discretion of the Committee, by the delivery of shares of Common 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.

 

3

----

 

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 Section4.3:

 

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

 

4

----

 

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.             Adjustmentsto the Options.**  Inthe event of any change in the outstanding Common Stock of the Company byreason of any stock split, stock dividend, split-up, split-off, spin-off,recapitalization, merger, consolidation, reorganization, combination orexchange of shares, a sale by the Company of all or part of its assets, or inthe 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.             Changein Control.**

 

6.1           Effect.  Upon the occurrence of a Change in Control(as defined below), each outstanding Option on the date of such Change inControl shall become exercisable in full (whether or not thenexercisable).  In its sole discretion,the Committee may determine that, upon the occurrence of a Change in Control,each outstanding Option shall terminate within a specified number of days afternotice to the Optionee thereunder, and each such Optionee shall receive, withrespect to each share of Common Stock subject to such Option, an amount equalto the excess of the Fair Market Value of such shares immediately prior to suchChange in Control over the exercise price per share of such Option; such amountshall be payable in cash, in one or more kinds of property (including theproperty, if any, payable in the transaction) or a combination thereof, as theCommittee shall determine in its sole discretion.

 

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

 

5

----

 

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 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;

 

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 thisSection 6.2, 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 Subsection 6.2,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 Company 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 Company in substantially thesame proportion as their ownership of stock of the Company.

 

**7.             Transferabilityof Options.**  Except asprovided below, an Optionee’s rights under an Option may not be transferred orencumbered, except by will or by the laws of descent and distribution orpursuant to a qualified domestic relations order (as defined under Section414(p) the Code).

 

**8.             Withholding.**  All distributions made with respect to anOption shall be net of any amounts required to be withheld pursuant toapplicable federal, state and local tax withholding requirements.  The Company may require an Optionee to remitto it or to the corporation that employs an Optionee an amount sufficient tosatisfy such tax withholding requirements prior to the delivery of anycertificates for Common Stock.  In lieuthereof, the Company or the employing corporation shall have the right towithhold the amount of such taxes from any other sums due or to become due tothe Optionee as the Company shall prescribe. The Committee may, in its discretion and subject to such rules as it mayadopt, permit an Optionee to pay all or a portion of the federal, state andlocal withholding taxes arising in connection with any Option exercise byelecting to have the Company withhold shares of Common Stock having a FairMarket Value equal to the amount of tax to be withheld.

 

**9.             ShareholderRights.**  An Optioneeshall not have any of the rights or privileges of a holder of Common Stock forany Common Stock that is subject to an Option, including any 

 

6

----

 

rights regarding votingor the payment of dividends, unless and until a certificate representing suchCommon Stock has been delivered to the Optionee.

 

**10.          Tenure.**  An Optionee’s right, if any, to continue toserve the Company or its subsidiaries as a director, officer, employee,consultant or advisor shall not be expanded or otherwise affected by his or herdesignation as an Optionee.

 

**11.          NoFractional Shares.**  Nofractional shares of Common Stock shall be issued or delivered pursuant to thePlan or any Option.  The Committee shalldetermine whether cash shall be paid in lieu of fractional shares or whethersuch fractional shares or any rights thereto shall be forfeited or otherwiseeliminated.

 

**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 Optiontheretofore granted without such Optionee’s written consent.

 

**13.          GoverningLaw.**  This Plan,Options granted hereunder and actions taken in connection with the Plan shallbe governed by the laws of the State of Delaware regardless of the law thatmight otherwise apply under applicable principles of conflicts of laws.

 

**14.          EffectiveDate.**  This Plan shallbe effective as of January 1, 1999, which is date as of which the Plan wasadopted by the Board.

 

**APPROVED**

**January1, 1999**

 

 
| **IESI  CORPORATION** |
|-----------------------|
|                  |   |
| By:                   |   |   |
|                  | Jeffrey J.  Keenan |   |
|                  | Chairman |   |

 

7

----