Exhibit 10.2


    
      

    

     

    Exhibit
      10.2

    
      


      


                                 Date
        of Grant: 

                                                                        
        Employee: 

                                                                        
        SSN:  

                                                                         No.
        of
        Shares: 

                                                                        
        Option
        Price: $

      


      2001
        Employee Equity Incentive Plan

      Non-Qualified
        Stock Option Agreement

      


      This
        option to purchase shares of Class A common stock, par value $0.01 per share
        (the “Common Stock”), of Insituform Technologies, Inc. (“Insituform”) is granted
        to you pursuant to the 2001 Employee Equity Incentive Plan (the “Plan”) and is
        subject to the terms and conditions in the Plan and those set forth below.
        Any
        capitalized, but undefined, term used in this Non-Qualified Stock Option
        Agreement shall have the meaning ascribed to it in the Plan. This option
        is not
        intended to be an incentive stock option as defined in §422 of the Internal
        Revenue Code. Your signature below constitutes your acceptance of this option
        and acknowledgement of your agreement to all the terms and conditions contained
        herein. You must return an executed copy of this Non-Qualified Stock Option
        Agreement to the Director of Human Resources or such person’s designee (the
“Director of Human Resources”) within 30 days of the date of grant or this
        Non-Qualified Stock Option Agreement shall be void.

       

      Accepted
        by
        Employee:                                                                                    
INSITUFORM
        TECHNOLOGIES, INC.

      


      


      _________________________________________________   
_______________________________________________

           
        Thomas S. Rooney, Jr., President and CEO

      


      


      Terms
        and Conditions



      1. Exercisability.
        This
        option can be exercised only to the extent that the shares covered by this
        option have become exercisable according to the schedule below. Except as
        provided in paragraph 5 below, you must be employed by Insituform or a
        subsidiary of Insituform (the “Company”) on the commencement date of the
        exercise period for the additional shares to become exercisable.

      


      
        	
                 

                 

                 

                Commencement
                  of Exercise Period

              	
                Cumulative
                  Maximum 

                Number
                  of Shares That 

                May
                  Be Purchased

              
	
                Date
                  of Grant.....................................

                1st
                  Year Anniversary of Date of Grant

                2nd
                  Year
                  Anniversary of Date of Grant

                3rd
                  Year Anniversary of Date of Grant

              	
                ............

                ............

                ............

                ............

              


      

      


      2. Exercise
        in Whole or Part.
        To the
        extent this option has become exercisable, you may purchase on any business
        day
        prior to the termination of this option all or any part of the total shares
        which you are then entitled to purchase, less any shares previously purchased;
        however, no fractional shares may be purchased.

      


      3. Method
        of Exercise.
        You may
        exercise this option by delivering to the Director of Human Resources the
        purchase price for the shares to be purchased along with written notice
        of:

      	
          
            Your
              name and social security number;

          

        
	
          
            
              The
                number of shares to be purchased; and

            

          

        
	
          
            
              
                The
                  address to which the stock certificate and notices are to be
                  sent.

              

            

          

        


      4. Payment
        of Purchase Price.
        The
        purchase price for the shares purchased pursuant to this option shall be
        payable
        at the time of purchase. The purchase price may be paid by certified check
        or
        cashier’s check payable to Insituform, in Common Stock beneficially owned by you
        for at least 6 months or in any combination of check and such Common Stock;
        provided,
        however,
        that no
        portion of the purchase price may be paid in Common Stock if you are then
        subject to a “blackout period” with respect to such Common Stock. If payment is
        made in shares of such Common Stock, the sum of the check amount and the
        fair
        market value of such Common Stock must be at least equal to the purchase
        price.
        The fair market value of such Common Stock shall be the closing price per
        share
        of the Common Stock as generally reported by the Nasdaq Stock Market on the
        business day before the date of delivery of such Common Stock to the Director
        of
        Human Resources.

      


      5. Term
        of Option.
        To the
        extent this option has become exercisable, it may be exercised by you at
        any
        time during the 7-year period beginning on the date of grant as long as you
        are
        an employee of the Company, subject to the special provisions below. To the
        extent this option remains unexercised at the end of such 7-year period,
        your
        right to purchase shares pursuant to this option will

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      terminate.
        To the extent unexercised, this option will terminate before the end of such
        7-year period as follows (in no event will any of the following extend this
        option beyond a 7-year term):

      


      (a) If
        you
        retire from the Company after you attain age 55 (“retire” means voluntarily
        terminating your employment and not working more than 1,000 hours a year),
        this
        option will terminate 5 years after your retirement, except that, if you
        take
        any action constituting cause (as defined below) after your retirement, this
        option will terminate immediately;

       

      (b) If
        the
        Company terminates your employment at any time other than for “cause” (as
        defined below) or disability (pursuant to the terms of any employee disability
        benefit plan maintained by the Company), or if you terminate your employment
        voluntarily, this option will terminate 90 days after such termination of
        employment;

       

      (c) If
        your
        employment is terminated as a result of your disability (pursuant to the
        terms
        of any employee disability benefit plan maintained by the Company), this
        option
        will terminate 90 days after such termination of employment;

       

      (d) If
        your
        employment is terminated by your death, this option will terminate 1 year
        following your death; and

       

      (e) In
        the
        event of your death during a period in which this option remains exercisable
        in
        accordance with subparagraph (a), (b) or (c) above, this option will terminate
        1
        year following your death.

      


      If
        this
        option is terminated in accordance with subparagraph (a) or (b) above, you
        may
        exercise this option prior to its termination only to the extent it has become
        exercisable prior to the date your employment terminated. If this option
        is
        terminated in accordance with subparagraph (c) or (d) above, this option
        will be
        exercisable in full prior to its termination. If this option is terminated
        in
        accordance with subparagraph (e) above, this option will be exercisable prior
        to
        its termination to the same extent that it was exercisable by you prior to
        your
        death.

      


      If
        your employment is terminated other than as described in subparagraph (a),
        (b),
        (c) or (d) above, your right to purchase shares pursuant to this option will
        terminate immediately.

      


      For
        purposes of this option, “cause” shall mean any of: 

      


      
        	
                (i)

              	
                breaching
                  any employment, confidentiality, noncompete, nonsolicitation or
                  other
                  agreement with the Company, any written Company policy relating
                  to
                  compliance with laws (during employment) or any general undertaking
                  or
                  legal obligation to the Company;

              


      

       

      
        	
                (ii)

              	
                causing,
                  inducing, requesting or advising, or attempting to cause, induce,
                  request
                  or advise, any employee, representative, consultant or other similar
                  person to terminate his/her relationship, or breach any agreement,
                  with
                  the Company; 

              


      

       

      
        	
                (iii)

              	
                causing,
                  inducing, requesting or advising, or attempting to cause, induce,
                  request
                  or advise, any customer, supplier or other Company business contact
                  to
                  withdraw, curtail or cancel their business with the Company;
                  or

              


      

       

      
        	
                (iv)

              	
                failure
                  or refusal to perform any stated duty or assignment, misconduct,
                  disloyalty, violation of any Company policy or work rule, engaging
                  in
                  criminal conduct in connection with your employment, being indicted
                  or
                  charged with any crime constituting a felony or involving dishonesty
                  or
                  moral turpitude, violation of any term in this Non-Qualified Stock
                  Option
                  Agreement, unsatisfactory job performance, or any other reason
                  constituting cause within the meaning of Missouri common
                  law.

              


      

      


      6. Change
        in Control. Notwithstanding
        the provisions of paragraph 5 above, all of the shares covered by this option
        shall become immediately exercisable upon a Change in Control.

      


      For
        purposes of this Non-Qualified Stock Option Agreement, a “Change in Control”
shall mean:

      


      (a) the
        acquisition by any “person” or “group” (as defined pursuant to Section 13(d)
        under the Securities Exchange Act of 1934) of “beneficial ownership” (as defined
        in Rule 13d-3 under said Act) of in excess of 30% of the combined voting
        power
        of the outstanding voting securities (the “Voting Securities”) of Insituform
        entitled to vote generally in the election of directors; and/or

       

      (b) the
        replacement of 50% or more of the members of Insituform’s Board of Directors
        (excluding, for purposes of such calculation, the Chairman of the Board)
        over a
        1-year period from the directors who constituted such Board at the beginning
        of
        such period, where such replacement shall not have been approved by a vote
        including at least a majority of the directors who were members of the Board
        at
        the beginning of such 1-year period or whose election as members of the Board
        was previously so approved; and/or

       

      (c) consummation
        of a merger, statutory share exchange or consolidation involving Insituform
        or
        sale or other disposition of all or substantially all of the assets of
        Insituform, unless following such transaction: (i) all or substantially all
        of
        the individuals and entities who were the “beneficial owners” (as hereinabove
        defined), respectively, of the outstanding Voting Securities immediately
        prior
        to such transaction “beneficially owned,” directly or indirectly, more than 30%
        of the combined voting power of the then outstanding Voting Securities of
        the
        corporation resulting from such transaction in substantially the same proportion
        as their ownership immediately prior to such transaction of the

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      outstanding
        Voting Securities of Insituform, (ii) no “person” or “group” (as hereinabove
        defined) “beneficially owns,” directly or indirectly, 30% or more of the
        combined voting power of the then outstanding Voting Securities of such
        corporation except to the extent that such ownership existed prior to such
        transaction and (iii) at least a majority of the members of the board of
        directors resulting from such transaction were members of Insituform’s Board of
        Directors immediately prior to such transaction or were nominated by at least
        a
        majority of the members of Insituform’s Board of Directors at the time of the
        execution of the initial agreement for such transaction, or by the action
        of
        Insituform’s Board of Directors providing for such transaction; and/or


       

      (d) approval
        by the stockholders of Insituform of a complete liquidation or dissolution
        of
        Insituform.

      


      7. Taxes.
        The Plan
        Administrator may withhold delivery of certificates for purchased shares
        until
        you make satisfactory arrangements to pay any withholding, transfer or other
        taxes due as a result of your exercise of this option. You are responsible
        for
        all taxes applicable to any income realized upon the exercise of this
        option.

      


      8. Securities
        Laws.
        This
        option shall not be exercisable if such exercise would violate any federal
        or
        state securities law. Insituform may take any appropriate action to achieve
        compliance with those laws in connection with any exercise of this option
        or
        your resale of the Common Stock.

      


      9. Transferability.
        Except
        as otherwise specifically approved by the Plan Administrator, this option
        is not
        transferable other than by will or the laws of descent and distribution and
        is
        exercisable only by you or your guardian or legal representative. You may
        designate a beneficiary(ies) to exercise your rights under this option in
        the
        event of your death. Such designation must be on a form approved by the Director
        of Human Resources and will be effective upon receipt thereof by the Director
        of
        Human Resources while you are alive. Any designation form so delivered will
        revoke all prior designations.

      


      10. Adjustments.
        The Plan
        Administrator may make such adjustments in the option price and in the number
        or
        kind of shares of Common Stock covered by this option as may be required
        to
        prevent dilution or enlargement of your rights that would otherwise result
        from
        any stock split, stock dividend, reorganization, recapitalization, sale,
        consolidation, issuance of stock rights or warrants or any similar event.
        

      


      11. Interpretations
        Binding.
        Plan
        Administrator interpretations and determinations are binding and
        conclusive.

      


      12. No
        Ownership Interests.
        You will
        not, by reason of holding this option, have any right to vote or to receive
        dividends or other distributions, or have any other rights of a stockholder,
        with respect to the shares of Common Stock covered by this option.

      


      13. No
        Right to Continue as an Employee; No Right to Further Option
        Grants.
        This
        option does not give you any right to continue as an employee of the Company
        for
        any period of time or at any rate of compensation, nor does it interfere
        with
        the Company’s right to determine the terms of your employment. An option grant
        is within the discretion of the Plan Administrator, and does not entitle
        you to
        any further option grants.

      


      14. Termination
        for Cause.
        If your
        employment is terminated for cause (as defined above), or if you engage in
        any
        activity constituting cause (as defined above) during the 2-year period
        following termination of employment, in addition to any other legal or equitable
        remedies, all of which are expressly reserved: (i) Insituform shall have
        the
        right to purchase from you any and all Common Stock acquired pursuant to
        this
        option after the date 2 years prior to your termination and then owned by
        you
        for a purchase price per share equal to the option price set forth above,
        and
        (ii) you shall be required to pay to Insituform, upon demand, an amount equal
        to
        the profit you realized on the sale of any Common Stock acquired pursuant
        to
        this option after the date 2 years prior to your termination and sold by
        you at
        any time (such profit per share being equal to the excess, if any, of the
        sale
        price per share over the option price set forth above).