Filed by Bowne Pure Compliance





Exhibit 10.3




PURE EARTH, INC.

2007 STOCK INCENTIVE PLAN




1. Purpose. The purpose of this 2007 Stock Incentive Plan (the “Plan”) is to further the
interests of Pure Earth, Inc., a Delaware corporation (the “Company”), by stimulating the efforts
of employees who are selected to participate in the Plan, aligning the long term interests of
participants with those of the Company’s stockholders, and assisting the Company in attracting and
retaining key employees. The Plan permits the grant of stock options, restricted stock, restricted
stock units and other forms of stock-based compensation to selected persons providing services to
the Company (including non-employee directors).



2. Definitions. The following definitions will apply to the Plan:



“Award” means, individually or collectively, a stock option (whether an Incentive Stock Option
or Nonqualified Stock Option), restricted stock or restricted stock unit that is granted under the
Plan.




“Board” means the board of directors of the Company.




“Code” means the Internal Revenue Code of 1986, as amended.




“Committee” means the committee appointed by the Board to administer the Plan or, if
the Board does not appoint a Committee, “Committee” means the Board.




“Common Stock” means the Common Stock, par value $0.001 per share, of the Company, or
such other class of shares or securities as to which the Plan may be applicable pursuant to
Section 9 of the Plan.




“Company” means Pure Earth, Inc. and its Subsidiaries (if any).




“Date of Grant” means the date on or as of which an Award is granted, as specified by
the Committee.




“Disability” means “disability” as defined in the Company’s long term disability plan
or policy.




“Eligible Person” means any person who performs services for the Company, whether as a
director, officer, Employee, consultant or other independent contractor.




“Employee” means any person employed on an hourly or salaried basis by the Company.


 


 









 






“Fair Market Value” means, with respect to the Common Stock, (i) if the Common Stock is
listed for trading on a national securities exchange, the closing sale
price, regular way, of the Common Stock on the principal national securities exchange
on which the Common Stock is listed for trading on the trading day next preceding the date
as of which Fair Market Value is being determined, or if no sale is reported on such date,
the average of the closing bid and asked prices of the Common Stock on such exchange on such
date, (ii) if the Common Stock is not listed for trading on any national securities exchange
but is listed or quoted on the NASDAQ Stock Market or other interdealer electronic quotation
service, the closing sale price of the Common Stock on the trading day next preceding the
date as of which Fair Market Value is being determined as reported in NASDAQ or other
quotation service, as the case may be, or if no sale is reported on such date, the average
of the closing bid and asked prices of the Common Stock on such day as reported in NASDAQ or
other quotation service, as the case may be, and (iii) if the Common Stock is not publicly
traded on the date as of which Fair Market Value is being determined, Fair Market Value
shall be as determined by the Board, using such factors as the Board considers relevant,
such as the price at which recent sales have been made, the book value of the Common Stock,
and the Company’s current and projected earnings.




“Incentive Stock Option” means a stock option, granted pursuant to this Plan or any
other Company plan, that satisfies the requirements of Section 422 of the Code and that
entitles the Recipient to purchase stock of the Company.




“Nonqualified Stock Option” means a stock option, granted pursuant to the Plan, that is
not an Incentive Stock Option and that entitles the Recipient to purchase stock of the
Company.




“Option” means an Incentive Stock Option or a Nonqualified Stock Option.




“Option Agreement” means a written agreement, between the Company and a Recipient, that
sets out the terms and restrictions of an Option Award.




“Option Shares” means Shares that a Recipient receives upon exercise of an Option.




“Period of Restriction” means the period beginning on the Date of Grant of a Restricted
Stock or Restricted Stock Unit Award and ending on the date on which all restrictions
applicable to the Shares or Restricted Stock Units subject to such Award expire.




“Plan” means this Pure Earth, Inc. 2007 Stock Incentive Plan, as may be amended from
time to time.




“Recipient” means an individual who receives an Award.




“Restricted Stock” means an Award granted pursuant to Section 7 of the Plan consisting
of Shares subject to such terms and restrictions as shall be established by the Committee.


 


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“Restricted Stock Unit” means an Award granted pursuant to Section 7 of the Plan
consisting of the right to receive one Share subject to, and upon satisfaction of, such
vesting and other criteria, and subject to such restrictions on transfer and other terms and
restrictions, as shall be established by the Committee.




“Share” means a share of the Common Stock, as adjusted in accordance with Section 9 of
the Plan.




“Subsidiary” means any corporation 50 percent or more of the voting securities of which
are owned directly or indirectly by the Company at any time during the existence of the
Plan.




“Unvested Shares” means Shares issued upon exercise of an Option, or Shares issuable
pursuant to the terms of Restricted Stock Unit Awards, which shall be subject to the
provisions of Section 7 and shall otherwise be subject to such terms and restrictions as
shall be established by the Committee.



3. Administration. The Committee will administer the Plan. The Committee shall consist of a
minimum of two and a maximum of five members of the Board of Directors, each of whom shall be a
“non-employee director” within the meaning of Rule 16b-3(b)(3) under the Securities Exchange Act of
1934, as amended, or any future corresponding rule, except that the failure of the Committee for
any reason to be composed solely of non-employee directors shall not prevent an Award from being
considered granted under this Plan. The Committee has the exclusive power to select the Recipients
of Awards pursuant to the Plan, to establish the terms of the Awards granted to each Recipient, and
to make all other determinations necessary or advisable under the Plan. The Committee has the sole
discretion to determine whether the performance of an Eligible Person warrants an Award under the
Plan, and to determine the size and type of the Award. The Committee, in the exercise of its
powers, may correct any defect or supply any omission, or reconcile any inconsistency in the Plan,
or in any Agreement, in the manner and to the extent it deems necessary or expedient to make the
Plan fully effective. The Committee also has the power to determine the duration and purposes of
leaves of absence which may be granted to a Recipient without constituting a termination of the
Recipient’s employment for purposes of the Plan. Any of the Committee’s determinations will be
final and binding on all persons. The Committee shall have the right to construe the Plan and the
Awards granted pursuant thereto, to correct defects and omissions and to reconcile inconsistencies
to the extent necessary to effectuate the Plan and the Awards granted pursuant thereto, and such
action shall be final, binding and conclusive upon all parties concerned. No member of the
Committee shall be liable for any act or omission (whether or not negligent) taken or omitted in
good faith, or for the exercise of an authority or discretion granted in connection with the Plan
to a Committee, or for the acts or omissions of any other members of a Committee. Subject to the
numerical limitations on Committee membership set forth herein, the Board of Directors may at any
time appoint additional members of the Committee and may at any time remove any member of the
Committee with or without cause. Vacancies in the Committee, however caused, may be filled by the
Board of Directors, if it so desires.


 


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4. Shares Subject to Plan. Subject to the readjustment provisions of Section 9 of
the Plan, the maximum aggregate number of Shares that may be issued and delivered under the
Plan is One Million (1,000,000). If an Award expires, lapses, terminates or becomes unexercisable,
in whole or in part, the unissued Shares subject to such Award will be available for other Awards
under the Plan. Shares issued pursuant to Awards of Restricted Stock which are forfeited by the
Recipient and Shares which the Company refrains from issuing for purposes of satisfying Withholding
Requirements will be available for other Awards under the Plan. Reacquired Shares may also be used
to grant Awards under this Plan.



5. Eligibility. Any Eligible Person that the Committee in its sole discretion designates is
eligible to receive an Award under the Plan. All officers, directors and key employees of and
important consultants and/or advisors to the Company and of or to any present or future Company
parent or subsidiary corporation are eligible to receive Awards under this Plan. Only an Employee
may receive an Incentive Stock Option. The Committee’s grant of an Award to a Recipient in any
year does not entitle the Recipient to an Award in any other year. Furthermore, the Committee may
grant different types of Awards to different Recipients. The Committee may consider such factors
as it deems pertinent in selecting Recipients and in determining the types and sizes of their
Awards. Recipients may include persons who previously received stock, stock options, or other
benefits under the Plan or another plan of the Company or a Subsidiary, whether or not the
previously granted benefits have been fully exercised or vested. An Award will not enlarge or
otherwise affect a Recipient’s right, if any, to continue to serve the Company and its Subsidiaries
in any capacity, and will not restrict the right of the Company or a Subsidiary to terminate at any
time the Recipient’s employment. No non-employee director may receive Awards under this Plan which
in the aggregate equal more than 20% of the total number of shares of Common Stock authorized for
issuance under this Plan and no officer, employee or consultant may receive Awards under this Plan
which in the aggregate equals more than 60% of the total number of shares of Common Stock
authorized for issuance under this Plan.



6. Options. The Committee may grant Options to Recipients in such amounts as the Committee
determines in its sole discretion. An Option may be in the form of an Incentive Stock Option or a
Nonqualified Stock Option. The Committee may grant an Option alone or in addition to another
Award. Each Option will satisfy the following requirements:




(a) Written Agreement. Each Option granted to a Recipient will be evidenced by
an Option Agreement. The terms of the Option Agreement need not be identical for different
Recipients. The Option Agreement will contain such provisions as the Committee deems
appropriate and will include a description of the substance of each of the requirements in
this Section 6.




(b) Number of Shares. Each Option Agreement will specify the number of Shares
that the Recipient may purchase upon exercise of the Option.




(c) Exercise Price. Except as provided in subsection 6(l) of the Plan, the
exercise price of each Share subject to an Incentive Stock Option will equal the exercise
price designated by the Committee, but will not be less than the Fair Market Value on the
Date of Grant. The exercise price of each Share subject to a Nonqualified Stock Option will
equal the exercise price designated by the Committee.


 


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(d) Duration of Option. Except as otherwise provided in this Section 6, an
Option will expire on the earlier of the tenth anniversary of the Date of Grant or the date
set by the Committee on the Date of Grant.




(e) Vesting of Option; Exercise for Unvested Shares. Each Option Agreement
will specify the vesting schedule applicable to the Option. The Committee, in its sole
discretion, may accelerate the vesting of any Option at any time, and may provide that any
Option may be exercised for Unvested Shares. Unless otherwise provided by the Committee in
the terms of an Award, an unexercised Option that is not fully vested will become fully
vested, and the restrictions applicable to Unvested Shares shall terminate, if the Recipient
of the Option or the Unvested Shares, as the case may be, dies or terminates employment with
the Company because of Disability.




(f) Death. If a Recipient dies, an Option granted to the Recipient will expire
on the one-year anniversary of the Recipient’s death, or if earlier, the original expiration
date of the Option.




(g) Disability. If the Recipient terminates employment with the Company
because of his or her Disability, an Option granted to the Recipient will expire on the one
year anniversary of the Recipient’s last day of employment, or, if earlier, the original
expiration date of the Option.




(h) Retirement or Involuntary Termination. If the Recipient terminates
employment with the Company as a result of his or her retirement in accordance with the
Company’s normal retirement policies, or if the Company terminates the Recipient’s
employment other than for Cause, (i) an Incentive Stock Option granted to the Recipient will
expire 90 days following the last day of the Recipient’s employment, or, if earlier, the
original expiration date of the Option, unless the Committee sets an earlier expiration date
on the Date of Grant, and (ii) a Nonqualified Stock Option granted to the Recipient will
expire 180 days following the last day of the Recipient’s employment, or, if earlier, the
original expiration date of the Option, unless the Committee sets an earlier or later
expiration date on the Date of Grant or a later expiration date subsequent to the Date of
Grant but prior to 180 days following the Recipient’s last day of employment.




(i) Termination of Service. If the Recipient’s employment with the Company
terminates for any reason other than the reasons described in subsections 6(f), (g), (h), or
(j) of the Plan, an Option granted to the Recipient will expire 30 days following the last
day of the Recipient’s employment with the Company, or, if earlier, the original expiration
date of the Option, unless the Committee sets an earlier or later expiration date on the
Date of Grant or a later expiration date subsequent to the Date of Grant but prior to the
30th day following the Recipient’s last day of employment. The Committee may not delay the
expiration of an Incentive Stock Option more than 90 days after termination of the
Recipient’s employment. During any delay of the expiration date, the Option will be
exercisable only to the extent it is exercisable on the date the Recipient’s employment
terminates, subject to any adjustment under Section 9 of the Plan.


 


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(j) Suspension or Termination of Options. Notwithstanding any provisions set
forth in the Plan, if at any time (including after a notice of exercise has been delivered)
the Committee reasonably believes that a Recipient has committed an act of misconduct as
described in this paragraph, the Committee may suspect the Recipient’s right to exercise any
Option pending a determination of whether the Recipient committed an act of misconduct. If
the Committee determines that a Recipient has committed na act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or
deliberate disregard of Company rules resulting in loss, damage or injury to the Company, or
if a Recipient makes an unauthorized disclose of any Company trade secret or confidential
information, engages in any conduct constituting unfair competition, or induces any customer
to breach any contract with the Company, neither the Recipient nor his or her estate shall
be entitled to exercise any Option whatsoever. Any determination by the Committee shall be
final, conclusive and binding on all parties. For any Recipient who is an officer of the
Company, the determination of the Committee shall be subject to the approval of the Board.




(k) Conditions Required for Exercise. An Option is exercisable only to the
extent it is vested according to the terms of the Option Agreement, unless the Committee has
provided that the Option may be exercised for Unvested Shares. Furthermore, an Option is
exercisable only if the issuance of Shares upon exercise would comply with applicable
securities laws. Each Option Agreement will specify any additional conditions required for
the exercise of the Option.




(l) Ten Percent Stockholders. An Incentive Stock Option granted to an
individual who, on the Date of Grant, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of either the Company or any parent or
Subsidiary, will have an exercise price of 110 percent of Fair Market Value on the Date of
Grant and will be exercisable only during the five-year period immediately following the
Date of Grant. For purposes of calculating stock ownership of any person, the attribution
rules of Code Section 424(d) will apply, and any stock that such person may purchase under
outstanding options will not be considered.




(m) Maximum Option Grants. The aggregate Fair Market Value of Shares,
determined on the Date of Grant, with respect to which any Incentive Stock Options under the
Plan and all other plans of the Company or its Subsidiaries which become exercisable by any
individual for the first time in any calendar year will not exceed $100,000.




(n) Method of Exercise. An Option will be deemed exercised when the person
entitled to exercise the Option (i) delivers written notice to the President of the Company
(or his or her delegate, in his or her absence) of the decision to exercise, (ii)
concurrently tenders to the Company full payment for the Shares to be purchased pursuant to
the exercise, and (iii) complies with such other reasonable requirements as the Committee
establishes pursuant to Section 8 of the Plan. Payment for Shares with respect to which an
Option is exercised may be made (i) in cash, (ii) by certified check,


 


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(iii) if permitted by the Company, in the form of Common Stock having a Fair Market
Value equal to the exercise price, or (iv) by delivery of a notice instructing the Company
to deliver the Shares to a broker subject to the broker’s delivery of cash to the Company
equal to the exercise price. No person will have the rights of a stockholder with respect
to Shares subject to an Option granted under the Plan until all conditions to the issuance
and delivery of the Shares have been satisfied to the Company’s satisfaction and the Company
has delivered the Shares to or to the order of the Recipient (which may be accomplished by
physical delivery of a certificate or certificates for the Shares, by electronic or other
book entry transfer or in such other manner as the Committee may determine). A partial
exercise of an Option will not affect the holder’s right to exercise the remainder of the
Option from time to time in accordance with the Plan.




(o) Designation of Beneficiary. Each Recipient may file with the Company a
written designation of a beneficiary to receive the Recipient’s Options in the event of the
Recipient’s death prior to full exercise of such Options. If the Recipient does not
designate a beneficiary, or if the designated beneficiary does not survive the Recipient,
the Recipient’s estate will be his or her beneficiary. Recipients may, by written notice to
the Company, change a beneficiary designation.




(p) Transferability of Option. To the extent permitted by tax, securities or
other applicable laws to which the Company, the Plan, Recipients or Eligible Persons are
subject, and unless provided otherwise by the Committee on the Date of Grant, a Recipient
may transfer a Nonqualified Stock Option to (i) the Recipient’s spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, or sibling, (ii) a trust for the benefit of any
of the foregoing, or (iii) a partnership whose partners consist solely of two or more of the
Recipient, the Recipient’s spouse, child, stepchild, grandchild, parent, stepparent,
grandparent, or sibling. An Incentive Stock Option may not be transferred except by will or
the laws of descent and distribution. During the lifetime of the Recipient, all rights of
the Incentive Stock Option are exercisable only by the Recipient.




(q) Neither the Company nor any of its current or future parent, subsidiaries or
affiliates, nor their officers, directors, stockholders, stock option plan committees,
employees or agents shall have any liability to any optionee in the event: (i) an option
granted pursuant to this Plan does not qualify as an “Incentive Stock Option” as that term
is used in Section 422 of the Code and the regulations thereunder; (ii) any optionee does
not obtain the tax treatment pertaining to an “Incentive Stock Option;” or (iii) any option
granted pursuant to this Plan hereof is an “Incentive Stock Option.”



7. Restricted Stock and Restricted Stock Units. The Committee may grant Awards of Restricted
Stock or Restricted Stock Units to Recipients in such amounts as the Committee determines in its
sole discretion. The Committee may grant Awards of Restricted Stock or Restricted Stock Units
alone or in addition to another Award. Each Restricted Stock or Restricted Stock Unit Award
granted to a Recipient will satisfy the following requirements:




(a) Written Agreement. Each Award will be evidenced by a written agreement, the
terms of which need not be identical for each Recipient. The agreement
will specify the Period(s) of Restriction and will include a description of the
substance of each of the requirements in this Section 7 and will contain such provisions as
the Committee deems appropriate.


 


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(b) Number of Shares or Restricted Stock Units. Each agreement will specify
the number of Shares of Restricted Stock and Restricted Stock Units granted to the
Recipient.




(c) Transferability. Shares of Restricted Stock and Restricted Stock Units may
not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction, or upon earlier satisfaction of any other
conditions, as specified in the agreement with respect to the particular Award.




(d) Other Restrictions. The Committee may impose on Shares of Restricted Stock
and Restricted Stock Units any other restrictions that the Committee deems advisable,
including, without limitation, vesting restrictions, restrictions based upon the achievement
of specific Company-wide, Subsidiary, or individual performance goals, and/or restrictions
under applicable federal or state securities laws. All such restrictions shall be set forth
in the agreement with respect to the Award. The Committee may also require that Recipients
make cash payments at the time of grant or upon expiration of the Period of Restriction in
an amount not less than the par value of the Shares of Restricted Stock or the Shares issued
pursuant to Restricted Stock Units.




(e) Certificate Legend. Each certificate representing Shares of Restricted
Stock, if any, will bear the following legend:




The sale or other transfer of the Shares represented by this
certificate, whether voluntary, involuntary, or by operation of law,
is subject to certain restrictions on transfer as set forth in the
Pure Earth, Inc. 2007 Stock Incentive Plan, and in a Restricted
Stock Agreement dated                      _____, 20_____. A copy of the Plan and the
Restricted Stock Agreement may be obtained from the Company.




(f) Removal of Restrictions. Upon expiration of the Period of Restrictions,
except as otherwise set forth in the agreement with respect to any Award, (i) the
restrictions on transferability of Shares of Restricted Stock and the risk of forfeiture set
forth in subsection 7(k) hereof shall terminate, and any Recipient holding certificates
representing Shares of Restricted Stock shall be entitled to receive a new certificate
without the restrictive legend required by subsection 7(e) hereof, and (ii) the Company
shall issue to the Recipient one Share for each Restricted Stock Unit as to which the Period
of Restrictions has expired.




(g) Voting Rights. During the Period of Restriction, Recipients holding
Restricted Stock may exercise full voting rights with respect to such Shares. Recipients
holding Restricted Stock Units will have no voting rights with respect to the Units or the
Shares issuable with respect to such Units until such Shares are issued to the
Recipient following expiration of the Period of Restriction.


 


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(h) Dividends and Other Distributions. During the Period of Restriction,
Recipients holding Restricted Stock will be entitled to receive all dividends and other
distributions payable to the holders of the Common Stock generally. If any such dividends
or distributions are paid in Shares, such Shares will be subject to the same restrictions on
transferability and risks of forfeiture as the Shares of Restricted Stock with respect to
which they were paid. If provided in the terms of an Award of Restricted Stock Units, if,
during the Period of Restriction applicable to any Restricted Stock Units, the Company pays
any cash dividends on the Common Stock, the Recipient shall receive a number of additional
Restricted Stock Units, rounded down to the nearest whole number, equal to the quotient of
(i) the number of Restricted Stock Units possessing Dividend Equivalent Rights held by the
Recipient as of the record date for such dividend multiplied by the per share amount of the
dividend, divided by (ii) the Fair Market Value of a share of Common Stock on the payment
date of such dividend. For purposes of the immediately preceding sentence, a Restricted
Stock Unit will be deemed to possess “Dividend Equivalent Rights” only if, pursuant to the
terms of the agreement under which such Restricted Stock Unit was granted, the Recipient is
entitled to additional Restricted Stock Units in respect of such Restricted Stock Unit.




(i) Death. The Period of Restrictions with respect to, and all other
restrictions on, a Recipient’s Restricted Stock or Restricted Stock Units will terminate on
the date of the Recipient’s death.




(j) Disability. If a Recipient terminates employment with the Company because
of his or her total and permanent Disability, the Period of Restrictions with respect to,
and all other restrictions on, the Recipient’s Restricted Stock or Restricted Stock Units
will terminate on the Recipient’s last day of employment.




(k) Termination of Service. If a Recipient ceases employment for any reason
other than death or Disability, the Recipient will forfeit immediately to the Company all
nonvested Restricted Stock and all Restricted Stock Units held by the Recipient. The
Committee may, in its sole discretion and upon such terms and conditions as it deems proper,
provide for termination of the restrictions on Restricted Stock or Restricted Stock Units
following termination of the Recipient’s employment.




(l) Designation of Beneficiary. Each Recipient may file with the Company a
written designation of a beneficiary to receive the Recipient’s Restricted Stock or
Restricted Stock Units in the event of the Recipient’s death prior to removal of all
restrictions thereon. If the Recipient does not designate a beneficiary, or if the
designated beneficiary does not survive the Recipient, the Recipient’s estate will be his or
her beneficiary. Recipients may, by written notice to the Company, change a beneficiary
designation.


 


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8. Taxes; Compliance with Law; Approval of Regulatory Bodies; Legends. The
Company will have the right to withhold from payments otherwise due and owing to the Recipient
or his or her beneficiary or to require the Recipient or his or her beneficiary to remit to the
Company in cash upon demand an amount sufficient to satisfy any federal (including FICA and FUTA
amounts), state or local withholding tax requirements (“Withholding Requirements”) at the time the
Recipient or his or her beneficiary recognizes income for federal, state or local tax purposes with
respect to any Award under the Plan. For purposes of satisfying a Recipient’s or his or her
beneficiary’s obligations to the Company with respect to Withholding Requirements in whole or in
part, the Company may elect, and may permit the Recipient or his or her beneficiary to elect to
authorize the Company, to refrain from issuing a number of Shares with respect to an Award, with
such Shares being valued for purposes of satisfying Withholding Requirements at Fair Market Value
on the date such Shares would otherwise have been issued. In such case the number of Shares to be
issued to a Recipient or his or her beneficiary in respect of an Award shall be reduced by the
number of Shares elected to be withheld. The Company may revoke any right granted to a Recipient
to elect to authorize the Company to satisfy Withholding Requirements by refraining from issuing
Shares at any time prior to a Recipient’s making such an election. Any election by a Recipient to
authorize the Company to satisfy Withholding Requirements by refraining from issuing Shares must be
made on or prior to the date such Withholding Requirements must be satisfied, and once made shall
be irrevocable.



The Committee may grant Awards and the Company may issue and deliver Shares under the Plan
only in compliance with all applicable federal and state laws and regulations and the rules of all
stock exchanges on which the Company’s stock is listed at any time. Shares may be issued and
delivered under the Plan only if either (i) a registration statement pertaining to the Shares to be
issued has been filed with and declared effective by the Securities and Exchange Commission and
remains effective on the date of issuance, or (ii) an exemption from the registration requirements
of applicable securities laws is available. The Plan does not require the Company, however, to
file such a registration statement or to assure the availability of such exemptions. Any
certificate evidencing Shares issued under the Plan may bear such legends and statements, and will
be subject to such transfer restrictions, as the Committee deems advisable to assure compliance
with federal and state laws and regulations and with the requirements of this Section 8. No Option
Shares may be issued under the Plan until the Company has obtained the consent or approval of every
regulatory body, federal or state, having jurisdiction over such matters as the Committee deems
advisable.



Each person who acquires the right to exercise an Option or to ownership of Shares by
transfer, bequest or inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the Option as a condition to his or her exercise of the Option or receipt of Shares.
In addition, the Committee may require such consents and releases of taxing authorities as the
Committee deems advisable.


 


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9. Adjustment upon Change of Shares. If a reorganization, merger, consolidation,
reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend,
rights offering, or other expansion or contraction of the Common Stock occurs, the Committee, in
its sole discretion, will equitably adjust the number and class of Shares for which Awards are
authorized to be granted under the Plan, the number and class of Shares then subject to Awards
previously granted to Employees under the Plan, and the price per Share payable upon exercise
of each Award outstanding under the Plan. To the extent deemed equitable and appropriate by the
Board, subject to any required action by stockholders, any Award will pertain to the securities and
other property to which a holder of the number of Shares of stock covered by the Award would have
been entitled to receive in connection with any merger, consolidation, reorganization, liquidation
or dissolution.



10. Liability of the Company. Neither the Company nor any parent or Subsidiary of the Company
that is in existence or hereafter comes into existence will be liable to any person for any tax
consequences incurred by a Recipient or other person with respect to an Award.



11. Amendment and Termination of Plan. The Board may alter, amend, or terminate the Plan from
time to time without approval of the stockholders of the Company. The Board may, however,
condition any amendment on the approval of the stockholders of the Company if such approval is
necessary or advisable with respect to tax, securities or other laws applicable to the Company, the
Plan, Recipients or Eligible Persons. Any amendment, whether with or without the approval of
stockholders of the Company, that alters the terms or provisions of an Award granted before the
amendment (unless the alteration is expressly permitted under the Plan) will be effective only with
the consent of the Recipient of the Award or the holder currently entitled to exercise the Award.




12. Expenses of Plan. The Company will bear the expenses of administering the Plan.



13. Duration of Plan. Awards may be granted under the Plan only during the ten years
immediately following the original effective date of the Plan.



14. Notices. All notices to the Company will be in writing and will be delivered to the
attention of Brent Kopenhaver, Chairman of the Board, Pure Earth, Inc., One Neshaminy Interplex,
Suite 201, Trevose, PA 19053. All notices to a Recipient will be delivered personally or mailed
to the Recipient at his or her address appearing in the Company’s personnel records. The address
of any person may be changed at any time by written notice given in accordance with this Section
14.



15. Applicable Law. The validity, interpretation, and enforcement of the Plan are governed in
all respects by the laws of Delaware and the United States of America.



16. Effective Date. The effective date of the Plan will be the later of (i) the date on which
the Board adopts the Plan or (ii) the date on which the stockholders of the Company approve the
Plan.




17. General Conditions.



(a) Nothing contained in this Plan or any Award granted pursuant to this Plan shall confer
upon any employee the right to continue in the employ of the Company or any affiliated or
subsidiary corporation or interfere in any way with the rights of the Company or any
affiliated or subsidiary corporation to terminate his or her employment in any way.


 


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(b) Nothing contained in this Plan or any Award granted pursuant to this Plan shall confer
upon any director or consultant the right to continue as a director of, or consultant to, the
Company or any affiliated or subsidiary corporation or interfere in any way with the rights of the
Company or any affiliated or subsidiary corporation, or their respective stockholders, to terminate
the directorship of any such director or the consultancy relationship of any such consultant.



(c) Corporate action constituting an offer of stock for sale to any person under the terms of
the options to be granted hereunder shall be deemed complete as of the date when the Committee
authorizes the grant of the option to the such person, regardless of when the option is actually
delivered to such person or acknowledged or agreed to by him.



(d) The terms “parent corporation” and “subsidiary corporation” as used throughout this Plan,
and the options granted pursuant to this Plan, shall (except as otherwise provided in the option
form) have the meaning that is ascribed to that term when contained in Section 422(b) of the Code
and the regulations thereunder, and the Company shall be deemed to be the grantor corporation for
purposes of applying such meaning.



(e) References in this Plan to the Code shall be deemed to also refer to the corresponding
provisions of any future United States revenue law.



(f) To the extent restricted Shares or Common Stock issued upon the exercise of options
granted pursuant to the Plan have not been registered under the federal and state securities laws
or an exemption is otherwise unavailable, the certificates for Common Stock to be issued pursuant
to the Plan 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 foregoing 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.


 


12









 





(g) Unless another meaning is provided by agreement between the Company and the grantee, each
of the events specified in the following clauses (i) and (ii) of this subsection (g) shall be
deemed a “change in control”: (i) a change within a twelve-month period in the holders of more
than 50% of the outstanding voting stock of the Company; or (ii) any other events
deemed to constitute a “change in control” by the Committee.



(h) Attached hereto as Appendix I and II are the form of Incentive Stock Option and
Non-Qualified Stock Option, respectively, which the Committee may use as a model. Attached hereto
as Appendix III is a form of Non-Qualified Stock Option For Non-Employee Directors which the
Committee may use as a model. Attached as Appendix IV is a form of Restricted Stock Agreement which
the Committee may use a model.



Adopted by the Board of Directors this 24th day of July, 2007.




 


13









 







APPENDIX I




INCENTIVE STOCK OPTION




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 






You are hereby granted an option, effective as of the date hereof, to purchase                     
shares of common stock (“Common Stock”) of Pure Earth, Inc. (the “Company”) at a price of
$                     per share pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”).



Your Option may first be exercised at any time on or after                      for up to
 _____% of the
total number of shares subject to the Option and thereafter pursuant to the following schedule
until the total number of shares subject to the Option are fully exercisable:



	 	 	 	 	 
	Vesting Date	 	Percent of Initial Award Vested	 
	 
	 	 	 	 
	 
	 	 	%	 






Thus, this Option is fully exercisable on or after
 _____ 
years from the Date of Grant. This Option
shall terminate and is not exercisable after 10 years from the Date of Grant (the “Scheduled
Termination Date”) This Option shall be adjusted for any change in the outstanding shares of the
Common Stock of the Company by reason of a stock dividend or distribution, supplemental offering of
shares, stock split, combination of shares, recapitalization, merger, consolidation, exchange of
shares, reorganization, conversion or what the Committee deems in its sole discretion to be similar
circumstances. No fractional shares shall be issued or delivered.



In the event of a “Change in Control” (as defined below) of the Company, your option may, from
and after the date of the Change in Control, and notwithstanding the immediately preceding
paragraph, be exercised for up to 100% of the total number of shares then subject to the option
minus the number of shares previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Committee deems in its sole discretion
to be similar circumstances) and your vesting date may accelerate accordingly. A “Change in
Control” shall be deemed to have occurred upon the happening of any of the following events:



1. A change within a twelve-month period in the holders of more than 50% of the outstanding
voting stock of the Company; or



2. Any other event deemed to constitute a “Change in Control” by the Committee.



 


I-1









 







You may exercise your option by giving written notice to the Secretary of the Company on forms
supplied by the Company at its then principal executive office, accompanied by payment of the
option price for the total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash
received from a stock brokerage firm in a so-called “cashless exercise”; (b) unless prohibited by
the Committee, certificates representing shares of Common Stock, which will be valued by the
Secretary of the Company at the fair market value per share of Common Stock (as determined in
accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied
by an assignment of the stock to the Company; or (c) unless prohibited by the Committee, any
combination of cash and Common Stock valued as provided in clause (b). The use of the so-called
“attestation procedure” to exercise a stock option may be permitted by the Committee. Any
assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company,
including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.



Your option will, to the extent not previously exercised by you, terminate in accordance with
the terms of the Plan following the time your employment by the Company or a Company subsidiary
corporation is terminated (whether such termination be voluntary or involuntary) other than by
reason of disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations thereunder, or death (but in no event later than the
Scheduled Termination Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to purchase and did not
purchase on the date your employment terminated. If you are employed by a Company subsidiary
corporation, your employment shall be deemed to have terminated on the date your employer ceases to
be a Company subsidiary corporation, unless you are on that date transferred to the Company or
another Company subsidiary corporation. Your employment shall not be deemed to have terminated if
you are transferred from the Company to a Company subsidiary corporation, or vice versa, or from
one Company subsidiary corporation to another Company subsidiary corporation.



If you die while employed by the Company or a Company subsidiary corporation, your executor or
administrator, as the case may be, may, at any time within one year after the date of your death
(but in no event later than the Scheduled Termination Date), exercise the option as to any shares
which you had a right to purchase and did not purchase during your lifetime. If your employment
with the Company or a Company parent or subsidiary corporation is terminated by reason of your
becoming disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one year after the date
of such termination (but in no event later than the Scheduled Termination Date), exercise the
option as to any shares which you had a right to purchase and did not purchase prior to such
termination. Your executor, administrator, guardian or custodian must present proof of his or her
authority satisfactory to the Company prior to being allowed to exercise this option.


 


I-2









 





Notwithstanding anything to the contrary contained in this option, in the event of a sale or a
proposed sale of the majority of the stock or assets of the Company or a proposed Change in
Control, the Committee shall have the right to terminate this option upon thirty (30) days
prior written notice to you, subject to your right to exercise such option to the extent vested
prior to such termination.



This option is not transferable otherwise than by will or the laws of descent and
distribution, and is exercisable during your lifetime only by you, including, for this purpose,
your legal guardian or custodian in the event of disability. Until the option price has been paid
in full pursuant to due exercise of this option and the purchased shares are delivered to you, you
do not have any rights as a stockholder of the Company. The Company reserves the right not to
deliver to you the shares purchased by virtue of the exercise of this option during any period of
time in which the Company deems, in its sole discretion, that such delivery would violate a
federal, state, local or securities exchange rule, regulation or law.



Notwithstanding anything to the contrary contained herein, this option is not exercisable
until all the following events occur and during the following periods of time:



(a) Until the Plan pursuant to which this option is granted is approved by the stockholders of
the Company in the manner prescribed by the Code and the regulations thereunder;



(b) Until this option and the optioned shares are approved and/or registered with such
federal, state and local regulatory bodies or agencies and securities exchanges as the Company may
deem necessary or desirable;



(c) During any period of time in which the Company deems that the exercisability of this
option, the offer to sell the shares optioned hereunder, or the sale thereof, may violate a
federal, state, local or securities exchange rule, regulation or law, or may cause the Company to
be legally obligated to issue or sell more shares than the Company is legally entitled to issue or
sell; or



(d) Until you have paid or made suitable arrangements to pay (which may include payment
through the surrender of Common Stock, unless prohibited by the Committee) (i) all federal, state
and local income tax withholding required to be withheld by the Company in connection with the
option exercise, and (ii) your portion of other federal, state and local payroll and other taxes
due in connection with the option exercise.



The following two paragraphs shall be applicable if, on the date of exercise of this option,
the Common Stock to be purchased pursuant to such exercise 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:



(a) The optionee hereby agrees, warrants and represents that he will acquire the Common Stock
to be issued hereunder for his or her 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 optionee further agrees that he 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
optionee 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.


 


I-3









 





(b) The certificates for Common Stock to be issued to the optionee hereunder shall bear the
following 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 foregoing 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.



It is the intention of the Company and you that this option shall, if possible, be an
“Incentive Stock Option” as that term is used in Section 422 of the Code and the regulations
thereunder. In the event this option is in any way inconsistent with the legal requirements of the
Code or the regulations thereunder for an “Incentive Stock Option,” this option shall be deemed
automatically amended as of the date hereof to conform to such legal requirements, if such
conformity may be achieved by amendment. If such conformity may not be achieved by amendment, such
option shall be deemed to be a Nonqualified Stock Option.



Nothing herein shall modify your status as an at-will employee of the Company. Further,
nothing herein guarantees you employment for any specified period of time. This means that either
you or the Company may terminate your employment at any time for any reason, or no reason. You
recognize that, for instance, you may terminate your employment or the Company may terminate your
employment prior to the date on which your option becomes vested.


 


I-4









 





Any dispute or disagreement between you and the Company with respect to any portion of this
option or its validity, construction, meaning, performance or your rights hereunder shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or disagreements with the
Company over this option amicably and informally, in good faith, for a period not to exceed two
weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time
prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs charged by the American
Arbitration Association or its successor, but you and the Company shall otherwise be solely
responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s)
shall be made in writing, setting forth the award, the reasons for the decision and award and shall
be binding and conclusive on you and the Company. Further, neither you 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.



This option shall be subject to the terms of the Plan in effect on the date this option is
granted, which terms are hereby incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the terms of the Plan in effect on the
date of this option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter hereof and no
amendment, supplement or waiver of this option, in whole or in part, shall be binding upon the
Company unless in writing and signed by the President of the Company. This option and the
performances of the parties hereunder shall be construed in accordance with and governed by the
laws of the State of Delaware.



Please sign the copy of this option and return it to the Company’s Secretary, thereby
indicating your understanding of and agreement with its terms and conditions.



	 	 	 	 	 
	 	PURE EARTH, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




I hereby acknowledge receipt of a copy of the foregoing stock option and the 2007 Stock
Incentive Plan and, having read them hereby signify my understanding of, and my agreement with, its
terms and conditions. I accept this option in full satisfaction of any previous written or verbal
promises made to me by the Company with respect to option grants.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	(Date)

	 	 	 	(Signature)
	 	 







 


I-5









 







APPENDIX II




NON-QUALIFIED STOCK OPTION FOR OFFICERS

AND OTHER KEY EMPLOYEES




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 






You are hereby granted an option, effective as of the date hereof, to purchase                     
shares of common stock (“Common Stock”) of Pure Earth, Inc. (the “Company”) at a price of $                    
per share pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”).



Your Option may first be exercised at any time on or after                      for up to
 _____% of the
total number of shares subject to the Option and thereafter pursuant to the following schedule
until the total number of shares subject to the Option are fully exercisable:



	 	 	 	 	 
	Vesting Date	 	Percent of Initial Award Vested	 
	 
	 	 	 	 
	 
	 	 	%	 






Thus, this Option is fully exercisable on or after
 _____ 
years from the Date of Grant. This Option
shall terminate and is not exercisable after 10 years from the Date of Grant (the “Scheduled
Termination Date”). This Option shall be adjusted for any change in the outstanding shares of the
Common Stock of the Company by reason of a stock dividend or distribution, supplemental offering of
shares, stock split, combination of shares, recapitalization, merger, consolidation, exchange of
shares, reorganization, conversion or what the Committee deems in its sole discretion to be similar
circumstances. No fractional shares shall be issued or delivered.



In the event of a “Change in Control” (as defined below) of the Company, your option may, from
and after the date of the Change in Control, and notwithstanding the immediately preceding
paragraph, be exercised for up to 100% of the total number of shares then subject to the option
minus the number of shares previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Committee deems in its sole discretion
to be similar circumstances) and your vesting date may accelerate accordingly. A “Change in
Control” shall be deemed to have occurred upon the happening of any of the following events:



1. A change within a twelve-month period in the holders of more than 50% of the outstanding
voting stock of the Company; or



2. Any other event deemed to constitute a “Change in Control” by the Committee.


 


II-1









 





You may exercise your option by giving written notice to the Secretary of the Company on forms
supplied by the Company at its then principal executive office, accompanied by payment of the
option price for the total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash
received from a stock brokerage firm in a so-called “cashless exercise”; (b) unless prohibited by
the Committee, certificates representing shares of Common Stock, which will be valued by the
Secretary of the Company at the fair market value per share of Common Stock (as determined in
accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied
by an assignment of the stock to the Company; or (c) unless prohibited by the Committee, any
combination of cash and Common Stock valued as provided in clause (b). The use of the so-called
“attestation procedure” to exercise a stock option may be permitted by the Committee. Any
assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company,
including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.



Your option will, to the extent not previously exercised by you, terminate in accordance with
the terms of the Plan following such time as your employment by the Company or a Company subsidiary
corporation is terminated (whether such termination be voluntary or involuntary) other than by
reason of disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations thereunder, or death (but in no event later than the
Scheduled Termination Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to purchase and did not
purchase on the date your employment terminated. If you are employed by a Company subsidiary
corporation, your employment shall be deemed to have terminated on the date your employer ceases to
be a Company subsidiary corporation, unless you are on that date transferred to the Company or
another Company subsidiary corporation. Your employment shall not be deemed to have terminated if
you are transferred from the Company to a Company subsidiary corporation, or vice versa, or from
one Company subsidiary corporation to another Company subsidiary corporation.



If you die while employed by the Company or a Company subsidiary corporation, your executor or
administrator, as the case may be, may, at any time within one year after the date of your death
(but in no event later than the Scheduled Termination Date), exercise the option as to any shares
which you had a right to purchase and did not purchase during your lifetime. If your employment
with the Company or a Company parent or subsidiary corporation is terminated by reason of your
becoming disabled (within the meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within one year after the date
of such termination (but in no event later than the Scheduled Termination Date), exercise the
option as to any shares which you had a right to purchase and did not purchase prior to such
termination. Your executor, administrator, guardian or custodian must present proof of his or her
authority satisfactory to the Company prior to being allowed to exercise this option.



In the event of any change in the outstanding shares of the Common Stock of the Company by
reason of a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its
sole discretion to be similar circumstances, the number and kind of shares subject to
this option and the option price of such shares shall be appropriately adjusted in a manner to
be determined in the sole discretion of the Committee.


 


II-2









 





Notwithstanding anything to the contrary contained in this option, in the event of a sale or a
proposed sale of the majority of the stock or assets of the Company or a proposed Change in
Control, the Committee shall have the right to terminate this option upon thirty (30) days prior
written notice to you, subject to your right to exercise such option to the extent vested prior to
such termination.



Except for transfers to                      under the terms set forth in the Plan, this option is not
transferable otherwise than by will or the laws of descent and distribution, and is exercisable
during your lifetime only by you, including, for this purpose, your legal guardian or custodian in
the event of disability. Until the option price has been paid in full pursuant to due exercise of
this option and the purchased shares are delivered to you, you do not have any rights as a
stockholder of the Company. The Company reserves the right not to deliver to you the shares
purchased by virtue of the exercise of this option during any period of time in which the Company
deems, in its sole discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.



Notwithstanding anything to the contrary contained herein, this option is not exercisable
until all the following events occur and during the following periods of time:



(a) Until the Plan pursuant to which this option is granted is approved by the stockholders of
the Company in the manner prescribed by the Code and the regulations thereunder;



(b) Until this option and the optioned shares are approved and/or registered with such
federal, state and local regulatory bodies or agencies and securities exchanges as the Company may
deem necessary or desirable;



(c) During any period of time in which the Company deems that the exercisability of this
option, the offer to sell the shares optioned hereunder, or the sale thereof, may violate a
federal, state, local or securities exchange rule, regulation or law, or may cause the Company to
be legally obligated to issue or sell more shares than the Company is legally entitled to issue or
sell; or



(d) Until you have paid or made suitable arrangements to pay (which may include payment
through the surrender of Common Stock, unless prohibited by the Committee) (i) all federal, state
and local income tax withholding required to be withheld by the Company in connection with the
option exercise and (ii) your portion of other federal, state and local payroll and other taxes due
in connection with the option exercise.


 


II-3









 





The following two paragraphs shall be applicable if, on the date of exercise of this option,
the Common Stock to be purchased pursuant to such exercise 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:



(a) The optionee hereby agrees, warrants and represents that he will acquire the Common Stock
to be issued hereunder for his or her 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 optionee further agrees that he 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 optionee 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.



(b) The certificates for Common Stock to be issued to the optionee hereunder shall bear the
following 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 foregoing 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.



It is the intention of the Company and you that this option shall not be an “Incentive Stock
Option” as that term is used in Section 422 of the Code and the regulations thereunder.



Nothing herein shall modify your status as an at-will employee of the Company. Further,
nothing herein guarantees you employment for any specified period of time. This means that either
you or the Company may terminate your employment at any time for any reason, or no reason. You
recognize that, for instance, you may terminate your employment or the Company may terminate your
employment prior to the date on which your option becomes vested.


 


II-4









 





Any dispute or disagreement between you and the Company with respect to any portion of this
option or its validity, construction, meaning, performance or your rights hereunder shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or disagreements with the
Company over this option amicably and informally, in good faith, for a period not to exceed two
weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time
prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs charged by the American
Arbitration Association or its successor, but you and the Company shall otherwise be solely
responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s)
shall be made in writing, setting forth the award, the reasons for the decision and award and shall
be binding and conclusive on you and the Company. Further, neither you 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.



This option shall be subject to the terms of the Plan in effect on the date this option is
granted, which terms are hereby incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the terms of the Plan in effect on the
date of this option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter hereof and no
amendment, supplement or waiver of this option, in whole or in part, shall be binding upon the
Company unless in writing and signed by the President of the Company. This option and the
performances of the parties hereunder shall be construed in accordance with and governed by the
laws of the State of Delaware.



Please sign the copy of this option and return it to the Company’s Secretary, thereby
indicating your understanding of and agreement with its terms and conditions.



	 	 	 	 	 
	 	PURE EARTH, INC.

 	 
	 	By:  	 	 




I hereby acknowledge receipt of a copy of the foregoing stock option and the 2007 Stock
Incentive Plan and, having read them hereby signify my understanding of, and my agreement with, its
terms and conditions. I accept this option in full satisfaction of any previously written or
verbal promises made to me by the Company with respect to option grants.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	(Date)

	 	 	 	(Signature)
	 	 







 


II-5









 







APPENDIX III




NON-QUALIFIED STOCK OPTION FOR NON-EMPLOYEE DIRECTORS

AND IMPORTANT CONSULTANTS AND/OR ADVISORS




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 	 	 






You are hereby granted an option, effective as of the date hereof, to purchase                      shares of
common stock (“Common Stock”) of Pure Earth, Inc. (the “Company”), at a price of $                     per
share pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”).



Your Option may first be exercised at any time on or after
 _____ 
for up to
 _____% of the total
number of shares subject to the Option and thereafter pursuant to the following schedule until the
total number of shares subject to the Option are fully exercisable:



	 	 	 	 	 
	Vesting Date	 	Percent of Initial Award Vested	 
	 
	 	 	 	 
	 
	 	 	%	 






Thus, this Option is fully exercisable on or after
 _____ 
years from the Date of Grant. This Option
shall terminate and is not exercisable after 10 years from the Date of Grant (the “Scheduled
Termination Date”). This Option shall be adjusted for any change in the outstanding shares of the
Common Stock of the Company by reason of a stock dividend or distribution, supplemental offering of
shares, stock split, combination of shares, recapitalization, merger, consolidation, exchange of
shares, reorganization, conversion or what the Committee deems in its sole discretion to be similar
circumstances. No fractional shares shall be issued or delivered.



In the event of a “Change in Control” (as defined below) of the Company, your option may, from
and after the date of the Change in Control, and notwithstanding the immediately preceding
paragraph, be exercised for up to 100% of the total number of shares then subject to the option
minus the number of shares previously purchased upon exercise of the option (as adjusted for stock
dividends, stock splits, combinations of shares and what the Committee deems in its sole discretion
to be similar circumstances) and your vesting date may accelerate accordingly. A “Change in
Control” shall be deemed to have occurred upon the happening of any of the following events:



1. A change within a twelve-month period in the holders of more than 50% of the outstanding
voting stock of the Company; or



2. Any other event deemed to constitute a “Change in Control” by the Committee.


 


III-1









 





You may exercise your option by giving written notice to the Secretary of the Company on forms
supplied by the Company at its then principal executive office, accompanied by payment of the
option price for the total number of shares you specify that you wish to purchase. The payment may
be in any of the following forms: (a) cash, which may be evidenced by a check and includes cash
received from a stock brokerage firm in a so-called “cashless exercise”; (b) unless prohibited by
the Committee, certificates representing shares of Common Stock, which will be valued by the
Secretary of the Company at the fair market value per share of Common Stock (as determined in
accordance with the Plan) on the date of delivery of such certificates to the Company, accompanied
by an assignment of the stock to the Company; or (c) unless prohibited by the Committee, any
combination of cash and Common Stock valued as provided in clause (b). The use of the so-called
“attestation procedure” to exercise a stock option may be permitted by the Committee. Any
assignment of stock shall be in a form and substance satisfactory to the Secretary of the Company,
including guarantees of signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.



Your option will, to the extent not previously exercised by you, terminate in accordance with
the terms of the Plan following the time which you cease for any reason to be a director of, or
consultant to, the Company or a subsidiary corporation (whether by death, disability, resignation,
removal, failure to be reappointed, reelected or otherwise, or the expiration of any consulting
arrangement, and regardless of whether the failure to continue as a director or consultant was for
cause or without cause or otherwise), but in no event later than ten years from the date this
option is granted. After the date you cease to be a director or consultant, you may exercise this
option only for the number of shares which you had a right to purchase and did not purchase on the
date you ceased to be a director or consultant. If you are a director of a subsidiary corporation,
your directorship shall be deemed to have terminated on the date such company ceases to be a
subsidiary corporation, unless you are also a director of the Company or another subsidiary
corporation, or on that date became a director of the Company or another subsidiary corporation.
Your directorship or consultancy shall not be deemed to have terminated if you cease being a
director of, or consultant to, the Company or a subsidiary corporation but are or concurrently
therewith become (a) a director of, or consultant to, the Company or another subsidiary corporation
or (b) an employee of the Company or a subsidiary corporation.



In the event of any change in the outstanding shares of the Common Stock of the Company by
reason of a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the Committee deems in its
sole discretion to be similar circumstances, the number and kind of shares subject to this option
and the option price of such shares shall be appropriately adjusted in a manner to be determined in
the sole discretion of the Committee.



Notwithstanding anything to the contrary contained in this option, in the event of a sale or a
proposed sale of the majority of the stock or assets of the Company or a proposed Change in
Control, the Committee shall have the right to terminate this option upon thirty (30) days prior
written notice to you, subject to your right to exercise such option to the extent vested prior to
such termination.


 


III-2









 





Except for transfers to                      under the terms set forth in the Plan, this option is not
transferable otherwise than by will or the laws of descent and distribution, and is exercisable
during your lifetime only by you, including, for this purpose, your legal guardian or custodian in
the event of disability. Until the option price has been paid in full pursuant to due exercise of
this option and the purchased shares are delivered to you, you do not have any rights as a
stockholder of the Company. The Company reserves the right not to deliver to you the shares
purchased by virtue of the exercise of this option during any period of time in which the Company
deems, in its sole discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.



Notwithstanding anything to the contrary contained herein, this option is not exercisable
until all the following events occur and during the following periods of time:



(a) Until the Plan pursuant to which this option is granted is approved by the stockholders of
the Company in the manner prescribed by the Code and the regulations thereunder;



(b) Until this option and the optioned shares are approved and/or registered with such
federal, state and local regulatory bodies or agencies and securities exchanges as the Company may
deem necessary or desirable;



(c) During any period of time in which the Company deems that the exercisability of this
option, the offer to sell the shares optioned hereunder, or the sale thereof, may violate a
federal, state, local or securities exchange rule, regulation or law, or may cause the Company to
be legally obligated to issue or sell more shares than the Company is legally entitled to issue or
sell; or



(d) Until you have paid or made suitable arrangements to pay (which may include payment
through the surrender of Common Stock, unless prohibited by the Committee) (i) all federal, state
and local income tax withholding required to be withheld by the Company in connection with the
option exercise and (ii) your portion of other federal, state and local payroll and other taxes
due in connection with the option exercise.



The following two paragraphs shall be applicable if, on the date of exercise of this option,
the Common Stock to be purchased pursuant to such exercise 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:



(a) The optionee hereby agrees, warrants and represents that he will acquire the Common Stock
to be issued hereunder for his or her 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 optionee further agrees that he 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 optionee shall execute
such instruments, representations, acknowledgements 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.


 


III-3









 





(b) The certificates for Common Stock to be issued to the optionee hereunder shall bear the
following 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 foregoing 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.



It is the intention of the Company and you that this option shall not be an “Incentive Stock
Option” as that term is used in Section 422 of the Code and the regulations thereunder.



Any dispute or disagreement between you and the Company with respect to any portion of this
option or its validity, construction, meaning, performance or your rights hereunder shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association or its successor, as amended from time to time. However, prior to
submission to arbitration you will attempt to resolve any disputes or disagreements with the
Company over this option amicably and informally, in good faith, for a period not to exceed two
weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time
prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the
dispute by settlement. You and the Company shall equally share the costs charged by the American
Arbitration Association or its successor, but you and the Company shall otherwise be solely
responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s)
shall be made in writing, setting forth the award, the reasons for the decision and award and shall
be binding and conclusive on you and the Company. Further, neither you 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.


 


III-4









 





This option shall be subject to the terms of the Plan in effect on the date this option is
granted, which terms are hereby incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the terms of the Plan in effect on the
date of this option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Company and you with respect to the subject matter hereof and no
amendment, supplement or waiver of this option, in whole or in part, shall be binding upon the
Company unless in writing and signed by the President of the Company. This option and the
performances of the parties hereunder shall be construed in accordance with and governed by the
laws of the State of Delaware.



Please sign the copy of this option and return it to the Company’s Secretary, thereby
indicating your understanding of and agreement with its terms and conditions.



	 	 	 	 	 
	 	PURE EARTH, INC.

 	 
	 	By:  	 	 




I hereby acknowledge receipt of a copy of the foregoing stock option and the 2007 Stock
Incentive Plan and, having read them hereby signify my understanding of, and my agreement with, its
terms and conditions. I accept this option in full satisfaction of any previous written or verbal
promises made to me by the Company with respect to option grants.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	(Date)

	 	 	 	(Signature)
	 	 







 


III-5









 







APPENDIX IV




RESTRICTED STOCK AGREEMENT




RS No.                     



An Award of Restricted Stock is hereby awarded on                     , 20_____ 
(the “Award Date”) by Pure
Earth, Inc. (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 on                       _____, 20_____, the Shares may not
be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee, except as
hereinafter provided.



Except as set forth below, the Restricted Period with respect to the Shares will lapse at a
rate of
 _____% of the initial award for every
 _____ 
months of continuous service completed since the
Award Date according to the following schedule:                     . 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.,                     ,                     ,  _____
 _____.


 


IV-1









 





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.


 


IV-2









 





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.


 


IV-3









 





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.


 


IV-4









 





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 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.


 


IV-5









 





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:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(Street Address)	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(City, State & Zip Code)	 	 







 


IV-6









 







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.



	 	 	 	 	 
	 	 	 	 	 
	 
	 	 

	 	 






Dated:                     




In the presence of: