americanecology_ex1066.htm


    


    EXHIBIT
10.66

    


    AMERICAN
ECOLOGY CORPORATION

    


    FORM
OF NON-STATUTORY STOCK OPTION AGREEMENT

           

    Effective __________________, 2008 (the
“Effective Date”), American Ecology Corporation, a Delaware corporation (the
“Company”) hereby grants to * (the “Optionee”), a non-statutory stock option to
purchase from the Company, at a price of * per share, * shares of the Company’s
authorized and unissued common stock, $0.01 par value per share (the “Common
Stock”) subject, however, to the following terms and conditions.

    


    1.  Stock Option
Plan.  This Stock Option Agreement (the “Agreement”) and the stock
option granted herein are made and accepted pursuant to and in accordance with
the Company’s 2008 Stock Option Incentive Plan (the “Plan”).  The
terms and provisions of the Plan, and any amendments thereto, are incorporated
herein by reference.  Unless specifically set forth herein, in the
event of any conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan will
prevail.  Unless otherwise stated, all capitalized terms used herein
shall have the meanings set forth in the Plan.

    


    2.  Term and
Vesting.  The stock option granted herein shall vest and become
exercisable in full on the day prior to the date of the regular Annual Meeting
of Stockholders following the Effective Date (the “Vesting Date”), provided the
Optionee has attended at least 75% of the regularly scheduled meetings of the
Board of Directors, in person or by phone, between the Effective Date and the
Vesting Date.  If the Optionee does not attend at least 75% of the
regularly scheduled meetings of the Board of Directors between the Effective
Date and the Vesting Date, this stock option shall be forfeited without having
vested. Notwithstanding anything to the contrary in the Plan, the vested stock
option may be exercised in whole or in part beginning on the Vesting Date and
continuing until and including the day prior to the tenth anniversary of the
Effective Date, notwithstanding the fact that Optionee’s service with the
Company has terminated.

    


    3.  Limitation Upon
Transfer.  The stock option granted herein (a) shall be
nonassignable and nontransferable by the Optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the Optionee’s domicile at the time of death, (b) during
the Optionee’s lifetime, shall be exercisable only by the Optionee, and (c)
shall, under no circumstances, be transferable in exchange for
consideration.

    


    4.  Method of
Exercise.  The stock option granted herein may be exercised in whole
or in part by tendering to the Company written notice of exercise accompanied by
the aggregate purchase price for the shares with respect to which this stock
option is being exercised.  The purchase price of shares of Common Stock of
the Company acquired upon the exercise of this stock option shall be paid by the
Optionee by the delivery of cash or check payable to the order of the Company,
or with the consent of the Board of Directors, in whole or in part, Common Stock
of the Company valued at fair market value. With the consent of the Board of
Directors, the Optionee may request the Company to apply automatically the
shares to be received upon the exercise of a portion of the stock option (even
though stock certificates have not yet been issued) to satisfy the purchase
price for additional portions of the stock option subject to future
exercise.

    


    5.  Registration of
Stock.  Notwithstanding any of the provisions of this
Agreement, the stock option granted herein will not be exercisable, in whole or
in part, unless (a) all shares issuable on the exercise thereof have been
registered under the Securities Act of 1933, as amended (the “1933 Act”), or (b)
the Company shall have received an opinion of its counsel that registration
under the 1933 Act and all other applicable securities laws is not required in
connection with such issuance.  The Optionee further agrees that all
shares acquired under the exercise of the stock option granted hereunder will
not be sold or transferred unless such shares have been registered for resale
under the 1933 Act or unless the Company shall receive an opinion of counsel
satisfactory to it that such shares may be resold without registration under the
1933 Act.

    


    6.  Successors of
Company and Optionee.  This Agreement shall inure to the benefit of
and be binding upon the Company and the Optionee and their respective heirs,
legal representatives, successors and assigns, subject to the restrictions on
assignability and transferability set forth herein.

     

     

    
      
        
        

      

      
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    7.  Adjustments.  The
number of shares of Common Stock and prices per share contained herein shall be
proportionately adjusted from time to time as and when provided in the
Plan.

    


    8.  Taxes.  Optionee
shall be responsible to make appropriate provisions for all taxes required to be
paid in connection with the stock option granted herein and the exercise
thereof.

    


    IN WITNESS WHEREOF, this Agreement has
been executed this * day of *, 2008.

    


                                                                                                                                                              AMERICAN
ECOLOGY CORPORATION

    


         

                                                                                ____________________________________

                                                                                 
By:  Jeffery R. Feeler

                                                                                 
Its:   Vice President & Chief Financial Officer

    


    


           OPTIONEE

    


    


    
                                                                                  ____________________________________

    

    Name:                                *

    Address:                                *

    *

    SS#:         
                      *

    


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