Filed by Bowne Pure Compliance





EXHIBIT
10.4




PURE EARTH, INC.





RESTRICTED STOCK AGREEMENT




An Award of Restricted Stock is hereby awarded on                     , 20_____ 
(the “Award Date”) by Pure
Earth, Inc., a Delaware corporation (the “Company”), to                                          (the “Grantee”), in
accordance with the following terms and conditions and the conditions contained in the Company’s
2007 Stock Incentive Plan (the “Plan”):



1. Share Award. The Company hereby awards the Grantee                      shares (the
“Shares”) of common stock of the Company (the “Common Stock”) pursuant to the Plan, as the same may
from time to time be amended, and upon the terms and conditions and subject to the restrictions
therein and hereinafter set forth. A copy of the Plan as currently in effect is incorporated
herein by reference and is attached hereto.



2. Restrictions on Transfer and Restricted Period. During the period (the “Restricted
Period”) commencing on the Award Date and terminating ninety (90) calendar days thereafter, the
Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee,
except as hereinafter provided, and in accordance with applicable state and federal law.



Except as set forth below, the Restricted Period with respect to the Shares will lapse at the
completion of ninety (90) calendar days of continuous service. Subject to the restrictions set
forth in the Plan, the Committee referred to in Section 3 of the Plan or its successor (the
“Committee”) shall have the authority, in its discretion, to accelerate the time at which any or
all of the restrictions shall lapse with respect to any Shares thereto, or to remove any or all of
such restriction, whenever the Committee may determine that such action is appropriate by reason of
changes in applicable tax or other laws, or other changes in circumstances occurring after the
commencement of the Restricted Period.



3. Termination of Service. Except as provided in Section 9 below, if the Grantee
ceases to maintain “continuous service” for any reason other than death or disability, all Shares
which at the time of such termination of continuous service are subject to the restrictions imposed
by Section 2 above shall upon such termination of continuous service be forfeited to the Company.
If the Grantee ceases to maintain continuous service by reason of death or disability, the Shares
then still subject to restrictions imposed by Section 2 will be free of those restrictions and
shall not be forfeited.



4. Certificates for the Shares. The Company shall issue a certificate (or
certificates) in the name of the Grantee with respect to the Shares, and shall hold such
certificate (or certificates) on deposit for the account of the Grantee until the expiration of the
Restricted Period with respect to the Shares represented thereby. Such certificate (or
certificates) shall bear the following restricted legend (the “Restricted Legend”):


The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the 2007 Stock Incentive Plan of
Pure Earth, Inc. Copies of such Plan are on file in the office of
the Secretary of Pure Earth, Inc., One Neshaminy Interplex, Suite
201, Trevose, PA 19053.




 


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The Grantee further agrees that simultaneously with the execution of the Agreement, the
Grantee shall execute stock powers in favor of the Company with respect to the Shares and that the
Grantee shall promptly deliver such stock powers to the Company.



The following two paragraphs shall be applicable if, on the Award Date, the Common Stock
subject to such Award has not been registered under the Securities Act of 1933, as amended, and
under applicable state securities laws, and shall continue to be applicable for so long as such
registration has not occurred:



The Grantee hereby agrees, warrants and represents that Grantee is acquiring the Common Stock
to be issued pursuant to this Agreement for Grantee’s own account for investment purposes only, and
not with a view to, or in connection with, any resale or other distribution of any of such shares,
except as hereafter permitted. The Grantee further agrees that Grantee will not at any time make
any offer, sale, transfer, pledge or other disposition of such Common Stock to be issued hereunder
without an effective registration statement under the Securities Act of 1933, as amended, and under
any applicable state securities laws or an opinion of counsel acceptable to the Company to the
effect that the proposed transaction will be exempt from such registration. The Grantee shall
execute such instruments, representations, acknowledgments and agreements as the Company may, in
its sole discretion, deem advisable to avoid any violation of federal, state, local or securities
exchange rule, regulation or law.



The certificates for Common Stock to be issued pursuant to this Agreement shall bear the
following securities legend (the “Securities Legend”):




The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or under applicable
state securities laws. The shares have been acquired for investment
and may not be offered, sold, transferred, pledged or otherwise
disposed of without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state
securities laws or an opinion of counsel acceptable to the Company
that the proposed transaction will be exempt from such registration.



The Securities Legend shall be removed upon registration of the legended shares under the
Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any
opinion of counsel acceptable to the Company that said registration is no longer required.



The sole purpose of the agreements, warranties, representations and legend set forth in the
two immediately preceding paragraphs is to prevent violations of the Securities Act of 1933, as
amended, and any applicable state securities laws.


 


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5. Grantee’s Rights. Except as otherwise provided herein, the Grantee, as owner of
the Shares, shall have all rights of a stockholder. During any Restricted Period, the Grantee
shall be entitled to vote such Shares as to which the Restricted Period has not yet lapsed or
expired (the “Restricted Shares”) in Grantee’s sole discretion, at any annual and special meetings
of the stockholders of the Company and at any continuations and adjournments of such meetings, upon
any matters coming before such meetings or adjournments.



6. Cash Dividends. Cash dividends, if any, paid on the Restricted Shares shall be
held by the Company for the account of the Grantee and paid to the Grantee upon the expiration of
the Restricted Period or upon the death or disability of the Grantee. All such withheld dividends
shall earn interest at an annual rate determined by the Committee.



7. Expiration of Restricted Period. Upon the lapse or expiration of the Restricted
Period with respect to any portion of the Shares, the Company shall deliver to the Grantee (or in
the case of a deceased Grantee, to Grantee’s legal representative) the certificate in respect of
such Shares and the related stock powers held by the Company pursuant to Section 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be free of the
restrictions referred to in Section 2 above and such certificate shall not bear the Restricted
Legend provided for in Section 4 above. Notwithstanding the foregoing, the Securities Legend
described in Section 4 shall continue to be included on the certificates as long as registration
has not occurred.



8. Adjustments for Changes in Capitalization of the Company. In the event of any
change in the outstanding shares of Common Stock by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate structure of the Company or in the shares of Common Stock, the number and
class of Shares covered by this Agreement shall be appropriately adjusted by the Committee in the
same manner as other outstanding shares are adjusted. Any shares of Common Stock or other
securities received, as a result of the foregoing, by the Grantee with respect to Shares subject to
the restrictions contained in Section 2 above also shall be subject to such restrictions and the
certificate or other instruments representing or evidencing such shares or securities shall be
legended and deposited with the Company in the manner provided in Section 4 above.



9. Change in Control. If the continuous service of the Grantee is involuntarily
terminated for whatever reason, other than for cause (as defined by the Committee), at any time
within 18 months of a “change in control” (as defined in the Plan), the Restricted Period with
respect to all Shares shall lapse upon such termination and all Shares shall become fully vested in
the Grantee.



10. Delivery and Registration of Shares of Common Stock. The Company’s obligation to
deliver Shares hereunder shall be conditioned upon the receipt of a representation as to the
investment intention of the Grantee or any other person to whom such Shares are to be delivered, in
such form as the Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other Federal, state or local
securities legislation or regulation. Any representation regarding investment intent shall become
inoperative upon the registration of such shares or other action eliminating the necessity of such
representation under such Securities Act or other securities regulation.


 


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The Company shall not be required to deliver any Shares under the Plan prior to the completion
of such registration or other qualification of such Shares under any state or federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.



11. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the
terms and conditions herein set forth are subject in all respects to the terms and conditions of
the Plan, which are controlling. All determinations and interpretations by the Committee shall be
binding and conclusive upon the Grantee or Grantee’s legal representatives with regard to any
question arising hereunder or under the Plan.



12. Grantee Service. Nothing in this Agreement shall limit the right of the Company
or any of its affiliates to terminate the Grantee’s service as an officer or employee, or otherwise
impose upon the Company or any of its affiliates any obligation to employ or accept the services of
the Grantee.



13. Withholding and Social Security Taxes. Upon the termination of any Restricted
Period with respect to any Shares (or any such earlier time, if any, that an election is made under
Section 83(b) of the Code, or any successor provision thereto, to include the value of such Shares
in taxable income), the Company shall have the right to withhold from the Grantee’s compensation an
amount sufficient to fulfill its or its affiliate’s obligations for any applicable withholding and
employment taxes. Alternatively, the Company may require the Grantee to pay the Company the amount
of any taxes which the Company is required to withhold with respect to the Shares, or, in lieu
thereof, to retain or sell without notice a sufficient number of Shares to cover the amount
required to be withheld. The Company shall withhold from any cash dividends paid on the Restricted
Stock an amount sufficient to cover taxes owed as a result of the dividend payment. The Company’s
method of satisfying its withholding obligations shall be solely in the discretion of the Company,
subject to applicable federal, state and local laws.



14. Tax Consequences. Grantee has reviewed with Grantee’s own tax advisors the
federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Grantee is relying solely on such advisors and not on any
statements or representations of Company or any of its agents. Grantee understands that Grantee
(and not Company) shall be responsible for Grantee’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement. Grantee understands that
Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes (as ordinary
income) the fair market value of the Shares as of the date any “restrictions” on the Shares lapse.
To the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section
16(b) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), with respect to
officers, directors and 10% stockholders, a “restriction” on the Shares includes for these purposes
the period after the grant of the Shares during which such officers, directors and 10% stockholders
could be subject to suit under Section 16(b) of the 1934 Act. Alternatively, Grantee understands
that Grantee may elect to be taxed at the time the Shares are granted rather than when the
restrictions on the Shares lapse, or the Section 16(b) period expires, by filing an election under
Section 83(b) of the Code with the I.R.S. within 30 days from the date of grant.


 


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GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE
TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION 83(B) OF THE CODE, EVEN IF GRANTEE REQUESTS
THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON GRANTEE’S BEHALF.



15. Arbitration. Any dispute or disagreement between Grantee and the Company with
respect to any portion of this Agreement or its validity, construction, meaning, performance or
Grantee’s rights hereunder shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”) or its successor, as amended from
time to time by a sole arbitrator. However, prior to submission to arbitration Grantee agrees to
attempt to resolve any disputes or disagreements with the Company over this Agreement amicably and
informally, in good faith, for a period not to exceed 14 days. Thereafter, the dispute or
disagreement will be submitted to arbitration. The arbitrator shall be independent and impartial,
mutually acceptable to the parties and appointed by AAA. The arbitration shall be held in the
state and county the Company headquarters are located. At any time prior to a decision from the
sole arbitrator being rendered, Grantee and the Company may resolve the dispute by settlement. The
Grantee and the Company shall equally share the arbitrator’s fee and the costs charged by the AAA
or its successor, but Grantee and the Company shall otherwise be solely responsible for their own
respective counsel fees and expenses. The decision of the sole arbitrator shall be made in
writing, setting forth the award, the reasons for the decision and award and shall be binding and
conclusive on Grantee and the Company. Further, neither Grantee nor the Company shall appeal any
such award. Judgment of a court of competent jurisdiction may be entered upon the Award and may be
enforced as such in accordance with the provisions of the Award.



16. Amendment/Choice of Law. This Agreement constitutes the entire understanding
between the Company and the Grantee with respect to the subject matter hereof and no amendment,
supplement or waiver of this Agreement, in whole or in part, shall be binding upon the Company
unless in writing and signed by the President or Chief Financial Officer of the Company. This
Agreement and the performances of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of Delaware.



17. Grantee Acceptance. The Grantee shall signify Grantee’s acceptance of the terms
and conditions of this Agreement by signing in the space provided below and signing the attached
stock powers and returning a signed copy of this Agreement and the original attached stock powers
to the Company. IF A FULLY EXECUTED COPY HEREOF AND THE ATTACHED STOCK POWERS HAVE NOT BEEN
RECEIVED BY THE COMPANY, THE COMPANY HAS THE RIGHT TO REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS
UNDER THIS AGREEMENT.


 


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IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK AGREEMENT to be
executed as of the date first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	PURE EARTH, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACCEPTED:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Name)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Street Address)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(City, State & Zip Code)	 	 







 


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STOCK POWER




For value received, I hereby sell, assign, and transfer to Pure Earth, Inc. (the “Company”)
                     shares of the common stock of the Company, standing in my name on the books and
records of the aforesaid Company, represented by Certificate No.
 _____ 
and do hereby irrevocably
constitute and appoint the Secretary of the Company attorney, with full power of substitution, to
transfer this stock on the books and records of the aforesaid Company.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Name)	 	 






	 	 	 	 	 
	 

	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	In the presence of:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Name: