WCA WASTE CORP
PERFORMANCE UNIT PLAN
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>12
<FILENAME>h23696exv10w19.txt
<DESCRIPTION>PERFORMANCE UNIT PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.19

                              WCA WASTE CORPORATION

                              PERFORMANCE UNIT PLAN

I. BACKGROUND AND OBJECTIVES

The overall executive compensation strategy of WCA Waste Corporation ("WCA" or
"the Company") is to provide key executives with total direct pay opportunity
that generally is competitive with similar waste management companies. The
Performance Unit Plan ("PUP" or the "Plan") is a long-term incentive plan that
rewards three-year average annual WCA financial performance, as described in
this document.

The PUP rewards achievement of critical three-year average earnings per share
("EPS") growth and pre-tax, pre-interest return on invested capital ("ROIC")
goals of WCA. The following provisions hereof define PUP eligibility, the size
of potential award opportunities, performance measurement, form and timing of
award payments, administrative guidelines and definitions for ongoing PUP
management.

II. ELIGIBILITY

PUP award eligibility will be approved by the Compensation Committee of the WCA
Board of Directors (the "Compensation Committee") at the beginning of each
performance/award period. Generally, PUP participants will be selected from key
executives who primarily are responsible for the annual growth and profitability
of WCA, i.e., generally senior vice presidents and above. The number of eligible
PUP participants is expected to vary from year to year, as WCA expands and as
the Company's compensation strategy and programs are refined.

III. AWARD OPPORTUNITIES

At the beginning of each fiscal year, each participant in the PUP will be
assigned a targeted award opportunity of 100% of salary, that can decrease to
zero, based on performance achievement, measured over (overlapping) three-year
performance periods. The size of future PUP award opportunities and PUP
performance goals may be re-defined from time to time, as modifications are made
in WCA's executive compensation strategy.

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Within 2 1/2 months after the end of each three-year performance cycle, each
participant's salary rate at the beginning of the PUP award cycle (just ended)
will be multiplied by the actual PUP award percentage earned to determine the
dollar value of the award for the prior performance cycle.

IV. PERFORMANCE MEASURES

The PUP will provide long-term incentive pay at risk, with potential PUP awards
in 2005 tied to the achievement of WCA average annual EPS growth and ROIC,
measured over three years from the date of the award. PUP awards made in 2005
will be weighted equally (50/50) for EPS growth and ROIC performance
achievement.

The PUP performance targets for each performance cycle will be set jointly by
the Compensation Committee and the senior officers of WCA at the beginning of
each fiscal year. Performance goals for PUP awards may be equal to or exceed the
goals in the WCA business plan. Such goals may be adjusted by the Compensation
Committee during a performance cycle, if a major change occurs in the Company's
capital structure, e.g., a major acquisition.

In addition to the PUP targets, the Compensation Committee and the senior
officers of WCA jointly will establish a minimum acceptable performance goals,
i.e., the performance levels below which no incentive will be paid. PUP awards
will be interpolated for actual performance falling between the minimum
acceptable and targeted goals. Prior to fiscal year end, the WCA senior officers
and Compensation Committee jointly will establish appropriate PUP goals for the
next three years, in support of the WCA business plan.

Exhibit 1 presents the performance matrix for calculating PUP awards for the
2005-2007 performance cycle. This performance matrix may be revised in the
future, as the Company's business strategy and performance focus of WCA changes.

V. AWARD VESTING

In the event of termination of the participant's employment during a PUP
performance cycle as a result of the participant's death, disability (defined
below), retirement (defined below) or a Change in Control (defined below), a
pro-rata share of each (overlapping) award earned shall be paid to the
participant (or his/her spouse or estate, as applicable, pursuant to Section
VI) at the

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end of each PUP performance cycle, based on the date of termination. If a
participant's employment terminates during any PUP performance cycle for any
reason other than in connection with the events described in the immediately
preceding sentence, the participant shall be deemed not to have earned the award
or part thereof for any affected PUP performance cycle.

For purposes of the Plan, "Change in Control" shall mean the occurrence during
the term of this Plan, of any one of the following events:

      (i)   An acquisition of any common stock ("Common Stock"), par value $.01
            per share, of the Company or other securities entitled to vote, or
            convertible into or exercisable for securities entitled to vote, in
            the election of directors (such Common Stock and other securities
            hereinafter being referred to as the "Voting Securities") of the
            Company by any Person (as specified in Section 3(a)(9) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            and used in Sections 13(d) and 14(d) thereof), including for
            purposes of this Section the Company or its Affiliates, immediately
            after which such Person has Beneficial Ownership (as defined below)
            of fifty percent (50%) or more of the combined voting power of the
            Company's then outstanding Voting Securities; provided, however, a
            Change in Control shall not be deemed to have occurred by reason of
            an acquisition of fifty percent (50%) or more of the Company's
            Voting Securities by an employee benefit plan maintained by the
            Company or any of its Affiliates or by a Person in a Non-Control
            Transaction (as defined below); or

      (ii)  The individuals who, as of the date of this Agreement are members of
            the Board of Directors of the Company (the "Incumbent Board"), cease
            for any reason to constitute at least two/thirds (2/3) of the
            members of the Board of Directors of the Company; provided, however,
            that an individual will be treated as a member of the Incumbent
            Board if the members of the Board of Directors of the Company prior
            to such individual's nomination unanimously approve such
            individual's nomination and election to the Board of Directors of
            the Company and provided further that no individual shall be
            considered a member of the Incumbent Board if such individual
            initially assumed office as a result of either an actual or
            threatened

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           proxy contest or other actual or threatened solicitation of proxies
           or consents by or on behalf of a Person other than the Board of
           Directors of the Company (a "Proxy Contest"), including by reason of
           any agreement intended to avoid or settle any Proxy Contest; or

     (iii) The consummation of:

            (A)   A merger, consolidation or reorganization with or into the
                  Company or in which securities of the Company are issued (a
                  "Merger"), unless such Merger, consolidation or reorganization
                  occurs in connection with a Non-Control Transaction;

            (B)   A complete liquidation or dissolution of the Company; or

            (C)   The sale or other disposition of all or substantially all of
                  the assets of the Company to any Person (other than a transfer
                  to an employee benefit plan or Affiliate of the Company or
                  under conditions that would constitute a Non-Control
                  Transaction with the disposition of assets being regarded as a
                  Merger for this purpose).

      As used herein the following terms have the following meanings:

      (i)   "Affiliate" shall have the meaning set forth in Rule 12b-2
            promulgated under Section 12 of the Exchange Act.

      (ii)  "Beneficial Ownership," "Beneficially Owned" and the like means
            having, with respect to a security or group of securities, the power
            to control or direct the voting or disposition of Voting Securities,
            as determined by Rule 13d-3 under the Exchange Act.

      (iii) "Non-Control Transaction" means a Merger whereby:

            (A)   the individuals who were the president, chief executive
                  officer and the chief financial officer of the Company hold
                  such respective positions with, and individuals who were
                  members of the Incumbent Board immediately

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                  prior to the execution of the agreement providing for the
                  Merger, constitute at least a majority of the members of the
                  board of directors of, the surviving corporation; and

            (B)   either (1) fifty percent (50%) or more of the combined voting
                  power of the then outstanding voting securities of the
                  surviving corporation is Beneficially Owned directly by the
                  Beneficial Owners of the Company's Voting Securities prior to
                  the Merger or (2) the president, chief executive officer
                  and/or chief financial officer of the Company, as a result of
                  such Merger, acquire (or their Affiliates acquire) fifty
                  percent (50%) or more of the combined voting power of the then
                  outstanding voting securities of the surviving corporation.

To the extent that Section 409A of the Internal Revenue Code of 1986, as
amended, applies to any PUP award, this definition is intended to comply with
the definition of change in control under Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code"), as in effect from time to time and, to
the extent that the above definition does not so comply, such definition shall
be void and of no effect and, to the extent required to ensure that this
definition complies with the requirements of Section 409A of the Code, the
definition of such term set forth in regulations or other regulatory guidance
issued under Section 409A of the Code by the appropriate governmental authority
is hereby incorporated by reference into and shall form part of this Agreement
as fully as if set forth herein verbatim and the Agreement shall be operated in
accordance with the definition prescribed in such regulations or other
regulatory guidance.

In addition, "disability" shall mean that the participant has been receiving
full or partial salary payments under the Company's disability plans for a
period of 18 consecutive months by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 consecutive months.

Moreover, "retirement" shall mean termination of a participant's employment with
the Company under circumstances as shall constitute retirement under Company
policies as in effect from time to time.

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VI. FORM AND TIMING OF ANNUAL AWARD COMPONENTS

PUP awards will be paid in a lump sum in cash within 2 1/2 months after the end
of each three-year performance cycle; provided, however, the Company shall
deduct from all PUP awards payable under this Plan any taxes required to be
withheld by the Federal or any state or local government. No participant shall
be permitted to elect to defer all or any portion of his/her award relating to
any relevant measurement period hereunder.

All awards payable under this Plan shall be the obligation of the Company. If
the Company determines that any person entitled to payments under this Plan is
physically or mentally incompetent to receive or properly receipt for such
payments, the Company shall make such payments to the legal guardian or other
personal representative of such person for the use and benefit of such person.
If the Company for any reason is unable to determine with reasonable certainty
the proper person to pay pursuant to the terms of the immediately preceding
sentence, the Company shall pay any amounts due hereunder into a court of
competent jurisdiction in an interpleader proceeding for purposes of being
directed by such court as to the proper disposition of any such amounts due
hereunder. Any such payments so made by the Company to the extent of the amounts
thereof, shall fully discharge the Company's obligations hereunder.

Should the participant die prior to receiving all amounts due under this Plan,
any unpaid amounts due hereunder shall be made to the participant's spouse, if
such spouse survives the participant, or, if there is no surviving spouse, to
the legal representative of the participant's estate, or if no administration is
had on the estate, to the person or persons to whom participant's property shall
pass by applicable laws of descent and distribution.

VII. ADMINISTRATIVE GUIDELINES AND DEFINITIONS

The PUP shall be administered by the Compensation Committee. The Compensation
Committee shall have such authority and powers, may consult with WCA's CEO or
such other person or persons, as it shall deem necessary or advisable to
facilitate the intent and purpose of the PUP. All decisions made by the
Compensation Committee shall be final and binding.

      -     Employee Termination - A participant must be an employee of the
            Company on the final day of the measurement period.

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      -     New Hires - Newly hired participants shall earn PUP awards on a
            pro-rata basis, based on their date of employment.

      -     Base Salary Rate - Base salary for PUP award calculations shall be
            the annualized base rate in effect at the beginning of the
            performance cycle for which the award is paid.

      -     Support Documentation - The WCA CFO shall be responsible for
            maintaining all necessary support documentation regarding
            performance and bonus calculations under the PUP.

VIII. MISCELLANEOUS

      (a)   RIGHTS OF PARTICIPANTS. Nothing in this Plan shall be construed to:

            (i)   Give the participant any rights whatsoever with respect to any
                  PUP award until such award becomes vested, nonforfeitable and
                  distributable in accordance with the terms of this Plan;

            (ii)  Limit in any way the right of the Company to terminate the
                  participant's employment by the Company at any time;

            (iii) Give the participant or any other person any interest in any
                  fund or in any specific asset or assets of the Company;

            (iv)  Give the participant or any other person any interest or right
                  other than those of any unsecured general creditor of the
                  Company; or

            (v)   Be evidence of any agreement or understanding, express or
                  implied, that the Company will employ the participant in any
                  particular position or at any particular rate of remuneration.

      (b)   NONALIENATION OF BENEFITS. No right or benefit under this Plan shall
            be subject to anticipation, alienation, sale, assignment, pledge,
            encumbrance, or charge, and any attempt to anticipate, alienate,
            sell, assign, pledge, encumber, or charge the same will be void. No
            right to interest hereunder shall in any manner be liable for

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            or subject to any debts, contracts, liabilities, or torts of the
            person entitled to such right or interest.

      (c)   PREREQUISITES TO BENEFITS. Neither the participant, nor any person
            claiming through the participant, shall have any right or interest
            in this Plan, or any PUP award hereunder, unless and until all the
            terms, conditions, and provisions of this Plan which affect the
            participant or such other person shall have been complied with as
            specified herein.

      (d)   SECTION 162m COMPLIANCE. Should any participant in the Plan be or
            become a "covered employee" as such term is defined in section
            1.162-27(c)(2) of the Treasury Regulations, then notwithstanding
            anything herein to the contrary, with respect to any action taken
            under the Plan by the Compensation Committee in respect of any such
            covered employee, the Compensation Committee shall be comprised
            solely of two or more "outside directors" of the Company as such
            term is defined in section 1.162-27(e)(3) of the Treasury
            Regulations, the material terms of the Plan shall be disclosed to
            and approved by the stockholders of the Company prior to the payment
            of any PUP awards and the Plan shall, in all other respects, meet
            the requirements of section 162(m) of the Code and the regulations
            promulgated pursuant thereto, prior to any payments hereunder. In
            furtherance of the above provisions of this Section VIII(d), the
            Compensation Committee shall bifurcate the Plan so as to restrict,
            limit or condition the use or application of any provision of the
            Plan to participants who are covered employees without so
            restricting, limiting or conditioning the Plan with respect to other
            participants, unless the Compensation Committee, in its sole
            discretion, determines to apply such restrictions, limitations or
            conditions to participants who are not covered employees.

      (e)   BONUS ARRANGEMENT. This Plan is intended to be a bonus program that
            is designed to provide an on-going, pecuniary incentive for the
            participant to produce the participant's best efforts to increase
            the value of the Company. This Plan is not intended to provide
            retirement income or to defer the receipt of

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            payments hereunder to the termination of the participant's covered
            employment or beyond. This Plan is strictly an incentive bonus
            program (as described in U.S. Department of Labor Regulation Section
            2510.3-2(c) or any successor thereto), and not a pension or welfare
            benefit plan that is subject to the Employee Retirement Income
            Security Act of 1974, as amended ("ERISA"). All interpretations and
            determinations hereunder shall be made on a basis consistent with
            the status of the Plan as a bonus program.

      (f)   AMENDMENT. This Plan may be modified or terminated by the Company at
            any time; provided, however, that no such modification or
            termination shall affect any right to any PUP awards that are vested
            at the time of such modification or termination except with the
            written consent of the affected participant.

      (g)   POWERS OF THE COMPANY. The existence of outstanding and unpaid
            contingent interests under the Plan shall not affect in any way the
            right or power of the Company to make or authorize any adjustments,
            recapitalization, reorganization or other changes in the Company's
            capital structure or in its business, or any merger or consolidation
            of the Company, or any issue of bonds, debentures, common or
            preferred stock, if applicable, or the dissolution or liquidation of
            the Company, or any sale or transfer of all or any part of its
            assets or business, or any other act or proceeding, whether of a
            similar character or otherwise.

      (h)   WAIVER. A waiver by the Company, or the participant, of any of the
            terms or conditions contained in the Plan shall not be construed as
            a general waiver by such party of any other terms or conditions
            contained in this Plan.

      (i)   SEPARABILITY. If any provision or provisions of this Plan shall be
            found to be invalid, illegal, or unenforceable in any respect, such
            invalid, illegal, or unenforceable provision shall be severed from
            this Plan and shall not affect the validity, legality and
            enforceability of the remainder of this Plan.

      (j)   GENDER, TENSE AND HEADINGS. Whenever the context requires, words of
            the masculine gender used herein shall include the feminine and
            neuter, and words

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            used in singular shall include plural. Headings of Articles and
            Sections, as used herein, are inserted solely for convenience and
            reference and constitute no part of this Plan.

      (k)   GOVERNING LAW. This Plan shall be subject to and governed by the
            laws of the State of Texas and, to the extent applicable, the laws
            of the United States.

      (l)   NOTICE. Any notice required or permitted to be given under this Plan
            shall be sufficient if in writing and hand delivered, or sent by
            registered or certified mail, to the Compensation Committee, the
            Company, participant or beneficiary, as applicable, at the address
            last furnished by such person. Such notice shall be deemed given as
            of the date of delivery or, if delivery is made by mail, as of the
            dates shown on the postmark on the receipts for registration or
            certification.

      (m)   EFFECTIVE DATE. This Plan is effective as of January 1, 2005 and any
            amendment of this Plan shall be effective as of the date provided
            therein.

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                                                                       EXHIBIT 1

                                 WCA CORPORATION

                              PERFORMANCE UNIT PLAN

              AWARD OPPORTUNITY VS THREE-YEAR FINANCIAL PERFORMANCE

<TABLE>
<CAPTION>
    % OF TARGETED                       % OF PUP
PERFORMANCE ACHIEVED                  AWARD EARNED
--------------------                ---------------
<S>                                 <C>
    100% OR ABOVE                   100% OF SALARY*
         99%                              95%
         98%                              90%
         97%                              85%
         96%                              80%
         95%                              75%
         94%                              70%
         93%                              65%
         92%                              60%
         91%                              55%
         90%                              50%
         89%                              45%
         88%                              40%
         87%                              35%
         86%                              30%
         85%                              25%
   < 85% OF TARGET                   0% OF SALARY*
</TABLE>

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* Salary at the beginning of the PUP award performance cycle.

                                    Exhibit 1

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