americanecology_ex1065.htm


    
      


      EXHIBIT
10.65

      


      AMERICAN
ECOLOGY CORPORATION

      


      FORM
OF INCENTIVE STOCK OPTION AGREEMENT

             

      Effective __________________, 2008 (the
“Effective Date”), American Ecology Corporation, a Delaware corporation (the
“Company”) hereby grants to * (the “Optionee”), an Incentive 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.           Incentive Stock
Option. This stock option is
designated as an Incentive Stock Option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).  If, during one taxable
year, this stock option and any other Incentive Stock Options granted to you by
the Company or its subsidiaries vests for Common Stock with an aggregate fair
market value in excess of $100,000, then the stock option, as to the excess,
shall be treated as a non-statutory stock option that does not meet the
requirements of Section 422 of the Code.  If and to the extent that
the stock option fails to qualify as an Incentive Stock Option under the Code,
the stock option shall remain outstanding according to its terms as a
non-statutory stock option.

       

      2.           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.

      


      3.          Term and
Vesting.  The stock option granted herein shall vest and become
exercisable as follows, provided the Optionee remains employed by the Company or
its subsidiaries through each applicable vesting date:

      


      
        	
                ●

              	
                34%
      of the stock option shall vest on the first anniversary of the Effective
      Date;

              


      

      
        	●	
                33%
      of the stock option shall vest on the second anniversary of the Effective
      Date; and

              


      

      
        	
                ●

              	
                The
      final 33% of the stock option shall vest on the third anniversary of the
      Effective Date.

              


      

      


      Subject
to the terms of the Plan and your continued employment with the Company or any
of its subsidiaries, your stock option will remain exercisable until the tenth
anniversary of the Effective Date (the “Expiration
Date”).  Upon the date of termination of your employment with
the Company and its subsidiaries (a “Termination Date”),
your stock option shall remain exercisable (the “Exercise Period”)
only in accordance with the following provisions:

      


      (a)           Upon
the termination of your employment with the Company or any of its subsidiaries
other than as a result of your death or total disability, any vested portion of
your stock option shall remain exercisable until the earlier of (i) thirty (30)
days after your Termination Date or (ii) the Expiration Date.

      


      (b)           Upon
the termination of your employment with the Company and its
subsidiaries by reason of your death or total disability, any vested portion of
your stock option shall remain exercisable until the earlier of: (i) twelve (12)
months after your Termination Date or (ii) the Expiration Date.

      


      Any
vested and exercisable portion of your stock option that is not so exercised
within the applicable Exercise Period shall be forfeited with no further
compensation due to you.  Additionally, unless otherwise provided by
the Compensation Committee, any portion of your stock option that is not vested
or exercisable as of your Termination Date shall be immediately forfeited on
such date with no further compensation due to you.

      


      4.
            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.

       

       

      
        
          
          

        

        
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      5.            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.

      


      6.           Disqualifying
Disposition.  If your dispose of any shares of Common Stock
acquired upon the exercise of this stock option within two years from the
Effective Date or one year after such shares were acquired pursuant to the
exercise of this stock option (either disposition, a “Disqualifying
Disposition”), you acknowledge and agree that you shall notify the
Company in writing of such disposition.  Any notice of a Disqualifying
Disposition must be given within 30 days of such disposition.

      


      7.           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.

      


      8.            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.

      


      9.           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.

      


      10.           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.

      


      [Signature Page
Follows]

      


      
        
          
             


          

          
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      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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