Exhibit 10.1


    
      

    

    
      Exhibit
        10.1

       

      
        	
                

              	 	 Date of
                Grant:
	 	 	 Employee: 
	 	 	 SSN: 
	 	 	 No. of Shares:  
	 	 	 Option Price:
                     
                $     


      

      

      

       

      2001
        Employee Equity Incentive Plan

      Incentive
        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 Incentive Stock Option
        Agreement shall have the meaning ascribed to it in the Plan.  This option
        is intended to be an incentive stock option as defined in §422 of the Internal
        Revenue Code.  If this option does not comply with the provisions of the
        Internal Revenue Code relating to incentive stock options, this option will
        become a non-qualified stock option.  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
        Incentive 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 Incentive 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:

        
           

          
            
              	 	
                      h

                    	Your
                      name and social security number;


            

            
              	 	
                      h

                    	
                      The
                        number of shares to be purchased;
                        and

                    


            

          

          
            	 	
                    i

                  	
                    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; however, if you do not exercise this
          option
          within 90 days after your retirement, this option will become a non-qualified
          stock option;

        (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 Incentive 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
          Incentive 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.  Unless the Plan Administrator agrees to amend
          this Incentive Stock Option Agreement to convert it into a Non-Qualified
          Stock
          Option Agreement and to the terms of the transfer, 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).

         

        15.  Notice of
          Sale; Notices.  If you sell or otherwise dispose of any shares of
          Common Stock subject to this option on or before (i) 2 years from the date
          of
          the grant of this option, or (ii) 1 year from the date you received such
          shares
          of Common Stock pursuant to the exercise of this option, you will promptly
          (I)
          give notice thereof to the Director of Human Resources, with full details
          and
          such other information as may reasonably be requested and (II) upon request,
          pay
          to Insituform the amount of any taxes which Insituform may be required
          to
          withhold.  Notices to Insituform or the Director of Human Resources shall
          be sent to Insituform’s Corporate Headquarters, Attn:  “Director of Human
          Resources.”