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EXHIBIT 10.18
IESI CORPORATION
1999 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
______________ ___, 200__
To:
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Employee/Optionee
This Agreement confirms the grant of an option to you effective as of
___________ __, 200__ (the "Effective Date") under the IESI Corporation 1999
Stock Option Plan (the "Plan"), upon the terms and conditions described herein.
A copy of the Plan is being furnished to you concurrently with the execution of
this Agreement.
1. GRANT OF OPTION.
1.1 Pursuant to action of the Committee under the Plan, IESI Corporation
(the "Company") hereby grants to you an option to purchase (hereinafter
called the "Option"), subject to the terms and conditions hereinafter set
forth, an aggregate of ________ shares of the Class A Voting Common Stock
of the Company (the "Option Shares") at a per share purchase price equal to
____________________ dollars ($______) (the "Exercise Price"). This grant
is a matter of separate inducement and is not in lieu of salary or other
compensation for your services.
1.2 The number of Option Shares and the Exercise Price shall be adjusted
by the Committee, and you shall be entitled to such adjustment, upon the
occurrence of any event described in Section 5 of the Plan. An equitable
adjustment shall be determined by the Committee in good faith.
2. EXERCISE AND TERM OF THE OPTION.
2.1 Unless accelerated under paragraph 2.2 below, this Option shall become
vested and fully exercisable on the eighth anniversary of the Effective
Date.
2.2 Upon the effective date for the filing of an S-1 registration
statement for an initial public offering of Common Stock ("IPO"), the
exercisability of the Option shall be accelerated with respect to an
additional 25% of the Option Shares on each January 1 after the Effective
Date (including each January 1 occurring prior to the IPO).
2.3 Notwithstanding the foregoing, the Option shall become fully vested
and exercisable upon a Change in Control (as defined in the Plan).
2.4 You agree that, if the Company proposes to offer for sale the Common
Stock pursuant to a public offering under the Securities Act of 1933, as
amended (the "Act") and if requested by the Company and any underwriter
engaged by the Company for a reasonable period of time
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specified by the Company or such underwriter following the effective date
of the registration statement filed with respect to such offering, you will
not, directly or indirectly, offer, sell, pledge, contract to sell
(including any short sale), grant any option to purchase, or otherwise
dispose of any shares of the Company held by you (except for any securities
sold pursuant to such registration statement) or enter into any "Hedging
Transaction" (as defined below) relating to any securities of the Company
held by you (including, without limitation, pursuant to Rule 144 under the
Act or any successor or similar exemptive rule hereinafter in effect).
Notwithstanding the foregoing, such period of time shall not exceed one
hundred eighty (180) days in the case of the Company's IPO or ninety (90)
days in the case of any other public offering. For purposes of this
Section, "Hedging Transaction" means any short sale (whether or not against
the box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any security (other
than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Option Shares.
3. CERTAIN EXERCISE REQUIREMENTS.
3.1 If fewer than the number of Option Shares then available for purchase
pursuant to the Option are purchased at any time under this Agreement, you
may purchase the remaining Option Shares at any subsequent time during the
term of the Option. The Option shall expire in its entirety on the tenth
anniversary of the Effective Date subject to earlier termination as
hereinafter provided. The Option shall not be exercised for fractional
shares. Notation of any partial exercise will be made by the Company on
Schedule 1 attached hereto.
3.2 The Option is exercisable by you only while you are in the employ of,
or providing service to, the Company or its subsidiaries as an employee,
member of the Board or advisor or consultant, except as otherwise provided
in the Plan.
4. METHOD OF EXERCISE AND PAYMENT.
4.1 Exercise of the Option shall be by written notice, in a form
substantially as attached to this Agreement as Exhibit A, delivered or
mailed to the Secretary of the Company at its principal office specifying
the number of Option Shares as to which the Option is being exercised, and
identifying the Option by date of grant. Such notice shall be accompanied
by the full amount of the Exercise Price for the Option Shares to be
purchased in cash or by certified check, or by delivery of whole shares of
Common Stock owned by you for at least six months ("Purchased Stock") in
full or partial payment of the Exercise Price. You will receive a credit
against the purchase price of the Option Shares as to which the Option is
being exercised equal to the Fair Market Value of such Purchased Stock as
of the close of the business day immediately preceding the date of delivery
of the notice of election to exercise the Option. Any Purchased Stock being
delivered must be accompanied by a duly executed assignment to the Company
in blank or with stock powers attached, together with a written
representation that such shares of Purchased Stock are owned by you free
and clear of all liens, claims and encumbrances and such other
representations as the Company shall determine. Only whole shares of
Purchased Stock with a Fair Market Value up to, but not exceeding, the
Exercise Price of the Option Shares as to which the Option is being
exercised will be accepted hereunder. Purchased Stock may be delivered at
the office of the Company or at the offices of the transfer agent appointed
for the transfer of shares of the Company. The Committee may, in
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its discretion, refuse to accept any tendered payment in the form of
Purchased Stock, in which case it shall deliver the tender back to you and
notify you of its refusal. In order to preserve your rights under any
Option, you must, within three business days after such notification,
tender to the Company the cash or certified check required to pay for the
Option Shares with respect to which such Option is being exercised.
4.2 It shall be a condition to the Company's obligation to deliver the
Option Shares upon exercise of any portion of the Option that you pay, or
make provisions satisfactory to the Company, for the payment of any taxes
which the Company or any subsidiary is obligated to withhold or collect
with respect to such exercise or otherwise with respect to the Option.
5. TRANSFERABILITY. Except as provided below, your rights under the Option may
not be transferred or encumbered by transferred by you, except by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order (as defined in Section 414(p)) of the Code.
6. REGISTRATION. The Company shall not be obligated to file any registration
statement under the Act or any applicable state securities laws to permit
exercise of the Option or to issue any Option Shares in violation of the Act or
any applicable state securities laws. Certificates for Option Shares, when
issued, shall have substantially the following legend, or statements of other
applicable restrictions, endorsed thereon, and may not be immediately
transferable:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE
SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE TRANSFER OR OTHER
DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE
LAWS.
The foregoing legend may not be required for Option Shares issued pursuant
to an effective registration statement under the Act and in accordance with
applicable state securities laws.
7. INCORPORATION OF PLAN PROVISIONS. This Agreement is made pursuant to the
Plan and is subject to all the terms and provisions of the Plan as if the same
were fully set forth herein. Capitalized terms not otherwise defined herein
shall have the meanings set forth for such terms in the Plan.
8. SHAREHOLDER RIGHTS. You shall not be, nor have any of the rights or
privileges of, a holder of Common Stock in respect of any Option Shares
purchasable upon the exercise of the Option, including any rights regarding
voting or payment of dividends, unless and until a certificate representing such
Option Shares has been delivered to you.
9. MISCELLANEOUS. This Agreement: (a) shall be binding upon and inure to the
benefit of any successor of the Company and your successors, assigns and estate,
including your executors, administrators and trustees; (b) shall be governed by
the laws of the State of Delaware and any applicable laws of the United States;
and (c) may not be amended except in writing and signed by both
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parties hereto.
It is your intent and that of the Company that this Option is not
classified as an "incentive stock option" within the meaning of Section 422(b)
of the Code, and that any ambiguities in construction shall be interpreted in
order to effectuate such intent.
To confirm your acceptance of the foregoing, please sign and return one
copy of this Agreement to Thomas J. Cowee, Senior VP and CFO, IESI Corporation.
AGREED AND ACCEPTED
____________ ___, 200__
IESI CORPORATION
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Employee/Optionee
By:
- --------------------------------- ------------------------------------
Print Employee/Optionee Name Charles F. Flood
President and CEO
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EXHIBIT A
IESI CORPORATION
STOCK OPTION EXERCISE FORM
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(Date)
IESI Corporation
6125 Airport Freeway
Suite 202
Haltom City, TX 76117
Attention: Thomas J. Cowee, Senior VP and CFO
Dear Sir/Madam:
The undersigned elects to exercise the Option to purchase ______ shares of
the Class A Voting Common Stock of IESI Corporation (the "Company") under and
pursuant to the Non-Qualified Stock Option Agreement (the "Agreement") between
the Company and the undersigned dated as of January 1, 2001.
Delivered herewith in payment of the option price is:
1. a check in the amount of $_____ and/or
2. certificates for ___ shares of common stock of the Company,
valued at $___________ with appropriate stock powers attached
thereto, which shares are owned by the undersigned free and clear
of all liens, claims and encumbrances.
If the shares of the Company's Class A Voting Common Stock to be delivered
to the undersigned upon this Option exercise are not subject to a current
registration statement filed under the Securities Act of 1933, as amended (the
"Act"), I hereby represent and agree that all of the shares of common stock
being purchased hereunder are being acquired for investment and not with the
view to the sale or distribution thereof, and that I understand that such shares
of common stock are not currently registered under the Act and may not be sold,
pledged, hypothecated, alienated or otherwise assigned or transferred in the
absence of registration under the Act or an opinion of counsel, which opinion is
satisfactory to the Company to the effect that such registration is not
required.
I hereby authorize the Company or any subsidiary corporation by which I am
employed to withhold from any cash compensation paid to me, or in my behalf, an
amount sufficient to discharge any Federal, State and local wage withholding
taxes imposed on the Company, or the subsidiary corporation by which I am
employed, in respect of my Option exercise of the Option. I agree that the
Company, or the subsidiary corporation by which I am employed, may, in its
discretion, hold the stock certificate to which I am entitled upon exercise of
the Option, as
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security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated.
Sincerely,
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Employee/Optionee
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Print Employee/Optionee Name
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SCHEDULE 1
NOTATION AS TO PARTIAL EXERCISE
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Number of Balance of Company Secretary
Date of Shares Shares on or Ass't Secretary Notation
Exercise Purchased Option Signature Date
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