Exhibit 10.1

                  EMPLOYEES RESTRICTED STOCK PURCHASE AGREEMENT

         AGREEMENT made as of this 8th day of December,  2006,  (the  "Effective
Date") between Balchem Corporation, Inc., a Maryland corporation (the "Company")
and [employee] (the "Purchaser").

         WHEREAS, pursuant to the Company's Amended and Restated 1999 Stock Plan
(the "Plan"),  the Company wishes to grant  Purchaser a stock purchase right, as
such  term is  defined  in  Section  1 of the Plan,  to  purchase  shares of the
Company's  common stock subject to the terms and conditions of the Plan and this
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  in the Plan and  herein  and for other  good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto, intending to be legally bound, agree as follows:

         1. Stock Purchase Right.
            --------------------

         1.1 Grant of Stock  Purchase  Right.  The Company  hereby grants to the
             -------------------------------
Purchaser the right and option (the "Stock Purchase  Right"),  for a period from
the date hereof until the  "Expiration  Date" (as defined in Section 1.3 below),
to purchase  __________________________  (_______)  shares of the Common  Stock,
$.06(2)/3  par value per share,  of the Company  (the  "Shares")  for a purchase
price of  $.06(2)/3  per  share,  on the terms and  subject  to the  conditions,
repurchase  options,  restrictions  and  other  provisions  set  forth  in  this
Agreement and in the Plan.

         1.2 Exercise. Subject to the conditions set forth in this Agreement and
             --------
in the Plan,  the Purchaser may exercise the Stock  Purchase Right and subscribe
to purchase the Shares by executing and delivering this Agreement to the Company
at any time prior to the Expiration Date,  accompanied by payment in full of the
purchase  price  for the  Shares  being  purchased  in cash or by  check  of the
Purchaser payable to the order of the Company.  Upon receipt of such payment and
executed  Agreement  from the  Purchaser,  the  Company  shall issue one or more
certificates in the name of the Purchaser for that number of Shares purchased by
the Purchaser, which Shares shall be subject to the restrictions, conditions and
other provisions set forth in this Agreement and in the Plan.

         1.3 Expiration. This Stock Purchase Right and the right to purchase the
             ----------
Shares  hereunder  shall expire and be of no further force or effect on December
27, 2006.

         1.4  Nontransferability  of Stock Purchase  Right.  This Stock Purchase
              --------------------------------------------
Right is personal to the Purchaser, and neither the right to purchase the Shares
or  any  other  right  hereunder  may  be  assigned,  transferred,   pledged  or
hypothecated  (whether by  operation  of law or  otherwise),  nor shall any such
rights be subject to execution,  attachment or similar process. Upon any attempt
to assign,  pledge,  transfer,  hypothecate  or otherwise  dispose of this Stock
Purchase  Right  or any  rights  granted  hereunder,  or  upon  the  levy of any
attachment or similar process upon this Stock Purchase Right or any such rights,
this Stock Purchase Right and all of the rights of the Purchaser hereunder shall

<PAGE>

thereupon automatically terminate and become null and void.

         2. Company  Representations and Warranties.  The Company represents and
            ---------------------------------------
warrants to the Purchaser as follows:

         2.1 Organization.  The Company is a corporation duly organized, validly
             ------------
existing  and in good  standing  under the laws of the State of Maryland and has
the  corporate  power and  authority  to enter into,  execute  and deliver  this
Agreement and to perform fully its obligations hereunder.

         2.2  Authority  to Execute and Perform  Agreement.  The  execution  and
              --------------------------------------------
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of the Company.  This
Agreement  has been  duly  executed  and  delivered  by the  Company  and,  upon
execution  hereof  by  the  Purchaser,  will  constitute  a  valid  and  binding
obligation of the Company, enforceable in accordance with its terms.

         2.3 Issuance of Shares.  The issuance,  sale and delivery of the Shares
             ------------------
in accordance  with Section 1 of this Agreement have been duly authorized by all
necessary corporate action on the part of the Company.  The Shares, when issued,
sold and delivered  against payment  therefore in accordance with the provisions
of  this  Agreement,   will  be  duly  and  validly   issued,   fully  paid  and
nonassessable.

         3. Purchaser's Representations and Warranties. The Purchaser represents
            ------------------------------------------
and warrants to the Company as follows:

         3.1  Investment.  The  Purchaser is  purchasing  the Shares for his own
              ----------
account for investment only, and not with a view to, or for resale in connection
with, any distribution of the Shares in violation of the Securities Act of 1933,
as amended (the "Securities Act"), or any rule or regulation thereunder.

         3.2  Adequate   Information.   The  Purchaser  has  had  such  adequate
              ----------------------
opportunity to obtain from representatives of the Company such information as is
necessary to permit an evaluation  of the risks and merits of the  investment in
the Company.

         3.3 Assessment of Risk. The Purchaser has had sufficient  experience in
             ------------------
business,  financial  and  investment  matters to be able to evaluate  the risks
involved  in the  purchase  of the  Shares  and to make an  informed  investment
decision with respect to such purchase.

         3.4 Economic  Risk.  The  Purchaser  can afford a complete  loss of the
             --------------
value of the Shares and is able to bear the economic risk of holding such Shares
for an indefinite period.

         3.5 Transfer Restrictions.  The Purchaser understands that, in addition
             ---------------------
to the restrictions on transfer of the Shares set forth in Section 6 hereof, (i)
the Shares have not been registered under the Securities Act and are "restricted
securities"  within the meaning of Rule 144 under the  Securities  Act, (ii) the
Shares  cannot be sold,  transferred  or otherwise  disposed of until the Shares
have vested in accordance with this Agreement.

                                      -2-
<PAGE>

      4. Intentionally omitted.
         ---------------------

      5. Repurchase.
         ----------

      5.1 Repurchase  Option. The Shares shall be subject to a repurchase option
          ------------------
in favor of the Company as follows:

         (a) If, at any time prior to the "Vesting  Date" (as defined in Section
5.3 below),  the Purchaser  ceases to be an employee of the Company by reason of
termination of the Purchaser's employment by the Company for cause or due to the
Purchaser's  voluntary  resignation from the Company's employ, the Company shall
have the right and option to repurchase and acquire from the Purchaser, and upon
exercise of such right and option the Purchaser  shall sell to the Company,  all
or any portion of the Shares then owned by such  Purchaser for a purchase  price
of $.06(2)/3 per share (as adjusted for stock  splits,  stock  dividends,  stock
combinations, reorganization and the like) (the "Repurchase Price").

         (b) In addition to the  provisions of Section  5.1(a) above and subject
to approval  of the  Compensation  Committee  of the Board of  Directors  of the
Company,  if, at any time prior to the Vesting Date, the Purchaser  ceases to be
an  employee  of the  Company  as a result  of:  (1) the  Purchaser's  voluntary
retirement  from the  Company's  employ at or after age 62; (2) the  Purchaser's
death,  major disability or significant  illness;  or (3) the termination of the
Purchaser's  employment by the Company without cause, the Company shall have the
right and option to repurchase and acquire from the Purchaser, and upon exercise
of such right and option the  Purchaser  shall sell to the Company,  for a price
per share equal to the Repurchase Price, that number of Shares which is equal to
the difference between (i) the total number of Shares, minus (ii) the product of
(A) 1/48 of the total number of Shares, times (B) the number of full months that
the Purchaser has remained an employee of the Company during the period from the
Effective  Date  through  the  date of such  cessation  of  employment  with the
Company.

         5.2 Exercise of Repurchase  Option. (a) The repurchase option hereunder
             ------------------------------
shall only be exercised upon approval thereof by the  Compensation  Committee of
the Board of  Directors of the  Company,  specifying  the number of Shares to be
repurchased.  Upon such  approval,  the Company  shall  exercise the  repurchase
option  provided  in this  Section by  delivering  or  mailing to the  Purchaser
written notice of exercise  specifying the number of Shares to be repurchased by
the Company within thirty (30) days after the effective date of the  termination
of Purchaser's service as an employee of the Company.

         (b) Within ten (10) days after the Purchaser's receipt of the Company's
notice of the  exercise of the  repurchase  option  pursuant to  subsection  (a)
above,  the Purchaser (or his/her estate,  executors,  administrators,  heirs or
personal representatives, as the case may be) shall tender to the Company at its
principal offices the certificate or certificates  representing the Shares which
the Company has elected to re-purchase,  duly endorsed in blank by the Purchaser
or with duly endorsed stock powers  attached  thereto,  all in form suitable for
the transfer of such shares to the Company. Upon its receipt of such Shares, the
Company  shall  deliver  or  mail to the  Purchaser  a check  in the  amount  of

                                      -3-
<PAGE>

aggregate re-purchase price therefore.

         (c) After the time at which any Shares are  required to be delivered to
the Company for transfer to the Company  pursuant to subsection  (b) above,  the
Purchaser shall cease to be the owner or holder of such Shares for all purposes,
and the Company  shall not pay any  dividend to the  Purchaser on account of the
purchased  Shares or permit the  Purchaser to exercise any of the  privileges or
rights of a stockholder with respect to such Shares.

         5.3 Termination of Repurchase Option. The Company's right of repurchase
             --------------------------------
of the Shares under this Section 5 shall  terminate as to all of the Shares upon
the first to occur of the following dates (the "Vesting Date"):

            (a)   the date which is four (4) years after the Effective Date;

            (b)   the date of a Change  in  Control  of the  Company.  Change in
                  Control   shall   mean  the   consummation   of  a  merger  or
                  consolidation  of the Company with or into  another  entity or
                  any other  corporate  reorganization,  if more than 50% of the
                  combined voting power of the continuing or surviving  entity's
                  securities   outstanding   immediately   after  such   merger,
                  consolidation or other  reorganization is owned by persons who
                  were not stockholders of the Company immediately prior to such
                  merger,   consolidation  or  other   reorganization;   or  any
                  transaction  (other  than an issuance of shares by the Company
                  for cash) in or by means of which one or more  persons  acting
                  in concert  acquire,  in the  aggregate,  more than 50% of the
                  combined   voting  power  of  Company's   outstanding   equity
                  securities;  or the sale, transfer or other disposition of all
                  or substantially all of the Company's assets.

         6. Restrictions on Transfer.
            ------------------------

         6.1  Transfer  Restrictions.  The  Purchaser  shall  not,  directly  or
              ----------------------
indirectly,  sell, assign, transfer,  encumber, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively,  "Transfer"), any of
the  Shares  or any  interest  therein  so long as they  remain  subject  to the
repurchase  option  set forth in  Section  5.1,  except as  expressly  permitted
pursuant  to Section  6.2 below.  Any sale or  Transfer,  or  purported  sale or
Transfer, of Shares in violation of the provisions of this Section shall be null
and void.

         6.2 Permitted  Transfers.  The following  transactions  shall be exempt
             --------------------
from the restrictions on Transfer set forth in Section 6.1:

                  (i)  the  Purchaser's  transfer  of any  or all of the  Shares
either  during  his/her  lifetime  or on death by will or  intestacy  to his/her
immediate family or to a trust the beneficiaries of which are exclusively one or
more of the  Purchaser  and a member or  members  of the  Purchaser's  immediate
family,  except any such  transfers  made  pursuant to any divorce or separation
proceedings

                                      -4-
<PAGE>

or  settlement  (for purposes  hereof,  the term  "immediate  family" shall mean
spouse, lineal descendant,  father,  mother,  brother or sister of the Purchaser
making the transfer); or

                  (ii) a Transfer of Shares to the  guardian or  conservator  of
the Purchaser; provided, however, that in any such case, the transferee or other
recipient  shall receive and hold such stock  subject to the  provisions of this
Agreement  and  there  shall be no  further  Transfer  of such  stock  except in
accordance with this Agreement.  No Transfer pursuant to this paragraph shall be
effective,  and the Company shall not be required to recognize any transferee of
Shares  hereunder  as a  stockholder  of  the  Company,  unless  and  until  the
conditions set forth in the preceding  sentence have been met and the transferee
agrees in writing to be bound by the provisions of this Agreement.

         7. Restrictive  Legend. All certificates  representing  Shares owned by
            -------------------
the Purchaser shall have affixed thereto a legend in substantially the following
form,  in addition to any other  legends that may be required  under  federal or
state securities laws or under the Shareholders Agreement:

                  THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
                  SUBJECT TO  RESTRICTIONS  ON TRANSFER AND AN
                  OPTION  TO  PURCHASE  SET FORTH IN A CERTAIN
                  RESTRICTED STOCK PURCHASE  AGREEMENT BETWEEN
                  THE   CORPORATION  (OR  ITS  PREDECESSOR  IN
                  INTEREST) AND THE  REGISTERED  OWNER OF THIS
                  CERTIFICATE   (OR  HIS/HER   PREDECESSOR  IN
                  INTEREST),  AND SUCH  AGREEMENT IS AVAILABLE
                  FOR INSPECTION  WITHOUT CHARGE AT THE OFFICE
                  OF THE CORPORATION.

         8. Adjustments for Stock Splits, Stock Dividends,  etc. If from time to
            ---------------------------------------------------
time while the Shares are subject to the repurchase  option,  or restrictions on
transfer set forth herein,  there is any stock split-up,  stock dividend,  stock
distribution or other  reclassification of the stock of the Company, any and all
new, substituted or additional  securities to which the Purchaser is entitled by
reason of his  ownership  of the  Shares  shall be  immediately  subject to such
repurchase  option and  restrictions  on  transfer in the same manner and to the
same  extent as the  Shares  and the price  payable  to the  Purchaser  upon the
Company's exercise of the repurchase option shall be appropriately adjusted.

         9.  Remedies.  (a) The  Purchaser  acknowledges  and  agrees  that  any
             --------
violation of the provisions of this Agreement will cause  irreparable  damage to
the Company and that the  Company  will have no adequate  remedy at law for such
violation.  Accordingly, the Purchaser agrees that the Company shall be entitled
as a matter of right to an injunction, specific performance or other appropriate
equitable  relief  from any court of  competent  jurisdiction,  restraining  any
further violation of such provision or affirmatively compelling the Purchaser to
carry out his or her obligations hereunder. Such right to equitable relief shall
be cumulative  and in addition to any other right or remedy the Company may have
at law or in equity.

                                      -5-
<PAGE>

                  (b) In the  event  that the  Purchaser  fails to  deliver  any
certificates  representing  Shares  required  to be  transferred  to the Company
pursuant to the terms of this Agreement,  the Company may (i) elect to establish
a  segregated  account  in which the  purchase  price for such  Shares  shall be
placed,  such account to be turned over to the  Purchaser  upon  delivery of the
certificates  representing such Shares together with appropriate  instruments of
transfer duly executed by the Purchaser,  and (ii)  immediately  thereafter take
such  action as may be  required  to  transfer  record  title to such  Shares to
itself.  The  Purchaser  hereby  grants  the  Company  a power of  attorney  for
effecting any transfer in accordance with the previous  sentence,  such power of
attorney to be deemed coupled with an interest and irrevocable.

         10. Section 83(b) Election. Purchaser understands that under Section 83
             ----------------------
of the Internal  Revenue Code of 1986, as amended (the "Code"),  the  difference
between the  purchase  price paid for the Shares and their fair market  value on
the date any  forfeiture  restrictions  applicable  to such Shares lapse will be
reported as ordinary income at that time. For this purpose, the term "forfeiture
restrictions"  includes  the  right of the  Company  to  repurchase  the  Shares
pursuant to its repurchase  option under Section 5 of this Agreement.  Purchaser
understands  that  Purchaser  may elect to be taxed at the time the  Shares  are
acquired  hereunder  to the extent the fair market  value of the Shares  differs
from the purchase  price rather than when and as such Shares cease to be subject
to such  forfeiture  restrictions,  by filing an election under Section 83(b) of
the Code with the I.R.S.  within  thirty  (30) days  after the date of  purchase
hereunder. If the fair market value of the Shares at the date of purchase equals
the purchase price paid (and thus no tax is payable),  the election must be made
to avoid adverse tax  consequences  in the future.  Purchaser  understands  that
failure to make this filing within the thirty (30) day period will result in the
recognition  of ordinary  income by the  Purchaser (in the event the fair market
value of the Shares  increases  after the date of  purchase)  as the  forfeiture
restrictions  lapse.   PURCHASER   ACKNOWLEDGES  THAT  IT  IS  PURCHASER'S  SOLE
RESPONSIBILITY,  AND NOT THE COMPANY'S,  TO FILE A TIMELY ELECTION UNDER SECTION
83(b).  PURCHASER IS RELYING SOLELY ON PURCHASER'S  ADVISORS WITH RESPECT TO THE
DECISION AS TO WHETHER OR NOT TO FILE AN 83(b)  ELECTION.  PURCHASER ALSO AGREES
TO PROVIDE COMPANY WITH A COPY OF THE 83(b) ELECTION IF SO FILED.

         11.  Withholding.  The  Company  shall  have the right to  deduct  from
              -----------
payments of any kind otherwise due to the Purchaser any federal,  state or local
taxes of any kind  required  by law to be  withheld  with  respect to any of the
Shares issued hereunder.

         12.  Severability.  The invalidity or unenforceability of any provision
              ------------
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement and each other  provision of this Agreement shall be
severable and enforceable to the extent permitted by law.

         13. Waiver;  Amendment.  No provision of this Agreement shall be waived
             ------------------
or amended, either generally or in any particular instance,  except in a writing
signed by the Company and the Purchaser.

         14. Binding  Effect.  This Agreement shall be binding upon and inure to
             ---------------
the  benefit  of the  Company  and the  Purchaser  and their  respective  heirs,
executors,  administrators,  legal

                                      -6-
<PAGE>


representatives,  successors and assigns. No transfer of any of the Shares shall
be effective  unless the transferee  first agrees in writing to all of the terms
hereof.

         15. No Rights To Employment.  Nothing contained in this Agreement shall
             -----------------------
be construed as giving the Purchaser any right to be retained,  in any position,
as an employee of or consultant or advisor to the Company.

         16. Notices.  All notices  required or permitted  hereunder shall be in
             -------
writing and deemed effectively given upon personal delivery, delivery by Federal
Express or other  recognized  overnight  delivery service or upon deposit in the
United States Post Office,  by registered or certified  mail,  postage  prepaid,
return receipt  requested,  if to the Company at its executive offices and if to
the  Purchaser  at the  address  shown  beneath  his or her  signature  to  this
Agreement,  or in either case at such other address or addresses as either party
shall designate to the other in accordance with this Section.

         17.  Pronouns.  Whenever the context may require,  any pronouns used in
              --------
this Agreement  shall include the  corresponding  masculine,  feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.

         18. Entire  Agreement.  This Agreement and the documents and agreements
             -----------------
referenced  herein  constitute  the entire  agreement  between the parties,  and
supersedes  all prior  agreements  and  understandings,  relating to the subject
matter of this Agreement.

         19.  Governing Law. This Agreement shall be construed,  interpreted and
              -------------
enforced in accordance  with the laws of the State of New York.  The Company and
each of the  Purchasers  hereby  (a)  agree  that  any  action,  suit  or  other
proceeding  arising out of or based upon this Agreement  shall be brought in the
courts of the State of New York or any federal court located in such state,  and
(b) irrevocably consent and submit to the exclusive  jurisdiction of such courts
for the purpose of any such action, suit or proceeding.

         20. 1999 Stock Plan.  The Shares are issued  pursuant to the  Company's
             ---------------
Amended and Restated 1999 Stock Plan, a copy of which has been  furnished to the
Purchaser, and are subject to such Plan in all respects.

        21.  Section 409A  Compliance.  This Stock Purchase Right is intended to
             ------------------------
comply  with the  requirements  of  Section  409A,  and the  regulations  issued
thereunder.  To the  extent  of any  inconsistencies  with the  requirements  of
Section 409A, the Stock Purchase Right shall be interpreted and amended in order
to meet such Section 409A  requirements.  Notwithstanding  anything contained in
this Agreement or in any amendments  attached hereto to the contrary,  it is the
intent of the Corporation to have this Plan  interpreted and construed to comply
with any and all provisions  Section 409A  including any subsequent  amendments,
rulings or interpretations from appropriate governmental agencies.

                                [END OF DOCUMENT]

                               [SIGNATURES FOLLOW]


                                      -7-
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                     BALCHEM CORPORATION


                                     By:
                                         -----------------------------------
                                           Dino A. Rossi, President & CEO



                                     PURCHASER:

                                     ----------------------------------------
                                     (Signature)

                         Address:
                                     ----------------------------------------

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