Unassociated Document


    
      Exhibit
10.3

      
        


        AMCOL
INTERNATIONAL CORPORATION

        2006
LONG-TERM INCENTIVE PLAN

        (AS
AMENDED DECEMBER 18, 2008)

      

    

     

     

    
      	
               
      

            	
              1.

            	
              Preamble.

            


    

     

    AMCOL
International Corporation, a Delaware corporation (the “Company”), hereby
establishes the AMCOL International Corporation 2006 Long-Term Incentive Plan
(the “Plan”) as a means whereby the Company may, through awards of (i) incentive
stock options (“ISOs”) within the meaning of section 422 of the Code, (ii)
non-qualified stock options (“NSOs”), (iii) stock appreciation rights (“SARs”),
(iv) restricted stock (“Restricted Stock”) and (v) restricted stock units
(“Restricted Stock Units”):

     

    
      	
               
      

            	
              (a)

            	
              provide
      selected officers, directors and employees with additional incentive to
      promote the success of the Company’s
business;

            


    

     

    
      	
               
      

            	
              (b)

            	
              encourage
      such persons to remain in the service of the Company;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              enable
      such persons to acquire proprietary interests in the
    Company.

            


    

     

    
      	
               
      

            	
              2.

            	
              Definitions and Rules
      of Construction.

            


    

     

    2.01        “Affiliate”
means any entity during any period that, in the opinion of the Committee, the
Company has a significant economic interest in the entity.

     

    2.02        “Award”
means the grant of Options, SARs, Restricted Stock and/or Restricted Stock Units
to a Participant.

     

    2.03        “Award
Date” means the date upon which an Award is awarded to a Participant under the
Plan.

     

    2.04        “Board”
or “Board of Directors” means the board of directors of the
Company.

     

    2.05        “Cause”
with respect to any Award shall have the meaning set forth in the Participant’s
employment agreement, or if no meaning is set forth in the Participant’s
employment agreement or there is no employment agreement, “Cause” shall mean:
Participant’s commission of a felony or misdemeanor that involves fraud,
dishonesty or moral turpitude; or Participant’s gross negligence or willful or
intentional material misconduct in the performance of his duties.  The
Participant shall be considered to have been discharged for “Cause” if the
Company determines, within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.

     

    2.06        “Change
of Control” with respect to any Award shall have the meaning set forth in the
Participant’s employment agreement, or if no meaning is set forth in the
Participant’s employment agreement or there is no employment agreement, “Change
of Control” shall be deemed to have occurred on the first to occur of any of the
following:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              any
      person (as such term is used in Rule 13d-5 under the Exchange Act) or
      group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the
      Exchange Act), other than a Subsidiary, any employee benefit plan (or any
      related trust) of the Company or any of its Subsidiaries or any Excluded
      Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any
      successor rule) of the Securities and Exchange Commission under the
      Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company
      or of Voting Securities representing 50.1% or more of the combined voting
      power of the Company (such a person or group, a “50.1% Owner”), except
      that (i) no Change of Control shall be deemed to have occurred solely by
      reason of such beneficial ownership by a corporation with respect to which
      both more than 49.9% of the common stock of such corporation and Voting
      Securities representing more than 49.9% of the aggregate voting power of
      such corporation are then owned, directly or indirectly, by the persons
      who were the direct or indirect owners of the common stock and Voting
      Securities of the Company immediately before such acquisition in
      substantially the same proportions as their ownership, immediately before
      such acquisition, of the Common Stock and Voting Securities of the
      Company, as the case may be and (ii) such corporation shall not be deemed
      a 50.1% Owner; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Incumbent Directors (determined using the Effective Date of this Plan as
      the baseline) cease for any reason to constitute at least one-half of the
      directors of the Company then serving;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              immediately
      prior to the consummation by the Company of a merger, reorganization,
      consolidation, or similar transaction, or a plan or agreement for the sale
      or other disposition of 50.1% of the consolidated assets of the Company or
      a plan of liquidation of the Company (any of the foregoing transactions, a
      “Reorganization Transaction”) which is not an Exempt Reorganization
      Transaction (provided however, there shall be no Change of Control unless
      the Reorganization Transaction is actually
  consummated).

            


    

     

    2.07        “Code”
means the Internal Revenue Code of 1986, as amended from time to time or any
successor thereto.

     

    2.08        “Committee”
means the Compensation Committee of the Board of Directors.

     

    2.09        “Common
Stock” means Common Stock of the Company, par value $.01 per share.

     

    2.10        “Company”
means AMCOL International Corporation, a Delaware corporation, and any successor
thereto.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2.11        “Covered
Employee” means an Employee who is, or as determined by the Committee may
become, a “covered employee” within the meaning of section 162(m) of the Code
(or any successor provision), which generally means, the chief executive officer
and the four other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Securities
Exchange Act of 1934.

     

    2.12        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as it exists now or from
time to time may hereafter be amended.

     

    2.13        “Excluded
Person” means any of the Paul Bechtner Trust, Everett P. Weaver, The Estate of
William D. Weaver or any Named Executive, any Affiliates or Family Member of any
of the foregoing and any group (as such term is defined in Section 3(a)(9) and
13(d)(3) of the Exchange Act) of which any of the foregoing is a
member.

     

    2.14        “Exempt
Reorganization Transaction” means a Reorganization Transaction which results (i)
in the Persons who were the direct or indirect owners of the outstanding Common
Stock and Voting Securities of the Company immediately before such
Reorganization Transaction becoming, immediately after the consummation of such
Reorganization Transaction, the direct or indirect owners of both more than
49.9% of the then-outstanding common stock of the Surviving Corporation and
Voting Securities representing more than 49.9% of the aggregate voting power of
the Surviving Corporation, in substantially the same respective proportions as
such Persons’ ownership of the common stock and voting Securities of the Company
immediately before such Reorganization Transaction; (ii) in the Excluded Person
owning 50% or more of the common stock of the Surviving Corporation or Voting
Securities representing 50% or more of the combined voting power of the
Surviving Corporation; or (iii) from any merger, reorganization, consolidation
or similar transaction or a plan or agreement for sale or other disposition of
50.1% of the consolidated assets of the Company or a plan of liquidation of the
Company pursuant to the Bankruptcy Code of Title 11 of the United States Code,
as amended from time to time, or any similar or successor statute, domestic or
foreign.

     

    2.15        “Fair
Market Value” means as of any date, the closing price for the Common Stock on
that date, or if no sales occurred on that date, the next trading day on which
actual sales occurred (as reported by the New York Stock Exchange or any
securities exchange or automated quotation system of a registered securities
association on which the Common Stock is then traded or quoted).

     

    2.16        “Family
Members” mean with respect to an individual, any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
individual’s household (other than a tenant or employee), a trust in which these
persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the individual) control the management of assets, and any
other entity in which these persons (or the individual) own more than 50% of the
voting interests.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.17        “Good
Reason” with respect to any Award shall have the meaning set forth in the
Participant’s employment agreement, or if no meaning is set forth in the
Participant’s employment agreement or there is no employment agreement, shall
mean any of the following:

     

    
      	
               
      

            	
              (a)

            	
              a
      material diminution in the Participant’s authority, duties or
      responsibilities from and after a Change of
  Control;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      material diminution in the base compensation payable to the Participant
      from and after a Change of Control;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      relocation after a Change of Control of the Company’s place of business at
      which the Participant is principally located to a location that is greater
      than 50 miles from the site immediately prior to the Change of
      Control,

            


    

     

    provided
,however, that Participant must provide the Company with (x) written notice
within sixty (60) days of the event that Participant believes constitutes "Good
Reason" specifically identifying the acts or omissions constituting the grounds
for Good Reason and (y) a reasonable cure period of not less than thirty (30)
days following the date of such notice.

     

    2.18        “Incumbent
Directors” means individuals serving as members of the Board as of the Effective
Date of this Plan; provided that any subsequently-appointed or elected member of
the Board whose election, or nomination for election by stockholders of the
Company or the Surviving Corporation, as applicable, was approved by a vote or
written consent of at least one-half of the directors then comprising the
Incumbent Directors shall also thereafter be considered an Incumbent Director,
unless the initial assumption of office of such subsequently-elected or
appointed director was in connection with (i) an actual or threatened election
contest, including a consent solicitation, relating to the election or removal
of one or more members of the Board, (ii) a “tender offer” (as such term is used
in Section 14(d) of the Exchange Act), (iii) a proposed Reorganization
Transaction, or (iv) a request, nomination or suggestion of any Beneficial Owner
of Voting Securities representing 35% or more of the aggregate voting power of
the Voting Securities of the Company or the Surviving Corporation, as
applicable.

     

    2.19        “ISO”
means an incentive stock option within the meaning of section 422 of the
Code.

     

    2.20        “NSO”
means a non-qualified stock option which is not intended to or does not qualify
as an ISO under section 422 of the Code.

     

    2.21        “Option”
means an ISO or an NSO.

     

    2.22        “Option
Price” means the price per share of Common Stock at which an Option may be
exercised.

     

    2.23        “Participant”
means an individual to whom an Award has been granted under the
Plan.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    2.24        “Performance
Criteria” means the criteria the Committee selects for purposes of establishing
the Performance Goal or Performance Goals for a Participant for a Performance
Period.  The Performance Criteria that will be used to establish
Performance Goals are limited to the following: (i) return on capital; (ii)
earnings per share; (iii) net sales; (iv) net earnings; (v) net operating
profits; (vi) expense control; (vii) working capital relating to inventory
and/or accounts receivable; (viii) operating margin; (ix) share price
performance; (x) implementation or completion of critical projects; and (xi)
total return to shareholders.  The Committee shall, within the time
prescribed by section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.

     

    2.25        “Performance
Goals” means the goals established in writing by the Committee for the
Performance Period based upon the Performance Criteria.  Depending on
the Performance Criteria used to establish such Performance Goals, the
Performance Goals may be expressed in terms of overall Company performance or
the performance of an Affiliate, a division or business unit of the Company, or
an individual.  The Committee shall establish Performance Goals for
each Performance Period prior to, or as soon as practicable after, the
commencement of such Performance Period.  The Committee, in its
discretion, may, within the time prescribed by section 162(m) of the Code,
adjust or modify the calculation of Performance Goals for such Performance
Period in order to prevent the dilution or enlargement of the rights of
Participants (i) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event, or development, or (ii) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.

     

    2.26        “Performance
Period” means the designated period during which the Performance Goals must be
satisfied with respect to the Award to which the Performance Goals
relate.

     

    2.27        “Plan”
means this AMCOL International Corporation 2006 Long-Term Incentive Plan, as set
forth herein and from time to time amended.

     

    2.28        “Qualified
Performance-Based Award” means an Award that is intended to qualify as
“qualified performance-based compensation” within the meaning of section 162(m)
of the Code and is designated as a Qualified Performance-Based Award pursuant to
Section 14 hereof.

     

    2.29        “Restricted
Stock” means the Common Stock awarded to a Participant pursuant to Section 8 of
this Plan.

     

    2.30        “Restricted
Stock Unit” means a unit awarded to a Participant pursuant to Section 8 of this
Plan evidencing the right of a Participant to receive a fixed number of shares
of Common Stock at some future date.

     

    2.31        “SAR”
means a stock appreciation right issued to a Participant pursuant to Section 9
of this Plan.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    2.32        “SEC”
means the Securities and Exchange Commission.

     

    2.33        “Subsidiary”
means any entity during any period which the Company owns or controls more than
50% of (i) the outstanding capital stock, or (ii) the combined voting power of
all classes of stock.

     

    2.34        “Surviving
Corporation” means the corporation resulting from a Reorganization Transaction
or, if securities representing more than 50% of the aggregate Voting Power of
such resulting corporation are directly or indirectly owned by another
corporation, such other corporation.

     

    2.35        “Voting
Securities” of a corporation means securities of such corporation that are
entitled to vote generally in the election of directors of such corporation, but
not including any other class of securities of such corporation that may have
voting power by reason of the occurrence of a contingency.

     

    2.36       
Rules of Construction:

     

    2.36.1  
Governing Law and
Venue.  The construction and operation of this Plan are
governed by the laws of the State of Delaware without regard to any conflicts or
choice of law rules or principles that might otherwise refer construction or
interpretation of this Plan to the substantive law of another jurisdiction, and
any litigation arising out of this Plan shall be brought in the Circuit Court of
the State of Illinois or the United States District Court for the Eastern
Division of the Northern District of Illinois.

     

    2.36.2  
Undefined
Terms.  Unless the context requires another meaning, any term
not specifically defined in this Plan is used in the sense given to it by the
Code.

     

    2.36.3  
Headings.  All
headings in this Plan are for reference only and are not to be utilized in
construing the Plan.

     

    2.36.4  
Conformity with
Section 422.  Any ISOs issued under this Plan are intended to
qualify as incentive stock options described in section 422 of the Code, and all
provisions of the Plan relating to ISOs shall be construed in conformity with
this intention.  Any NSOs issued under this Plan are not intended to
qualify as incentive stock options described in section 422 of the Code, and all
provisions of the Plan relating to NSOs shall be construed in conformity with
this intention.

     

    2.36.5  
Gender.  Unless
clearly inappropriate, all nouns of whatever gender refer indifferently to
persons or objects of any gender.

     

    2.36.6  
Singular and
Plural.  Unless clearly inappropriate, singular terms refer
also to the plural and vice versa.

     

    2.36.7  
Severability.  If
any provision of this Plan is determined to be illegal or invalid for any
reason, the remaining provisions are to continue in full force and effect and to
be construed and enforced as if the illegal or invalid provision did not exist,
unless the continuance of the Plan in such circumstances is not consistent with
its purposes.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.

            	
              Stock Subject to the
      Plan.

            


    

     

    3.01       General
Limitation.  Subject to adjustment as provided in Section 12
hereof, the aggregate number of shares of Common Stock for which Awards may be
issued under this Plan may not exceed 1,500,000 shares.  Reserved
shares may be either authorized but unissued shares or treasury shares, in the
Board’s discretion.  If any Award shall terminate, expire, be
cancelled or forfeited as to any number of shares of Common Stock (other than a
cancellation within the meaning of Code section 162(m)), new Awards may
thereafter be awarded with respect to such shares.

     

    3.02       Individual
Limitations.  Subject to adjustment as provided in Section 12
of the Plan:

     

    
      	
               
      

            	
              (a)

            	
              the
      maximum number of shares of Common Stock with respect to which Awards may
      be granted to any individual during any one calendar year is 200,000
      shares; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      maximum number of shares of Common Stock with respect to Qualified
      Performance-Based Awards that can be paid to any Covered Employee under
      the Plan for a Performance Period is 100,000
  shares.

            


    

     

    3.03       Incentive Stock Option
Limitation.  Subject to adjustment as provided in Section 12 of
the Plan, the maximum number of shares of Common Stock for which Awards may be
granted under the Plan pursuant to ISOs shall be 500,000.

     

    3.04       Restricted Stock
Limitation.  Subject to adjustment as provided in Section 12 of
the Plan, the maximum number of shares of Common Stock for which Awards of
Restricted Stock or Restricted Stock Units may be granted under the Plan shall
be 500,000.

     

    
      	
               
      

            	
              4.

            	
              Administration.

            


    

     

    The
Committee shall administer the Plan.  All determinations of the
Committee are made by a majority vote of its members.  The Committee’s
determinations are final and binding on all Participants.  In addition
to any other powers set forth in this Plan, the Committee has the following
powers:

     

    
      	
               
      

            	
              (a)

            	
              to
      construe and interpret the Plan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      establish, amend and rescind appropriate rules and regulations relating to
      the Plan;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              subject
      to the terms of the Plan, to select the individuals who will receive
      Awards, the times when they will receive them, the form of agreements
      which evidence such Awards, the number of Options, Restricted Stock,
      Restricted Stock Units and/or SARs to be subject to each Award, the Option
      Price, the vesting schedule (including any performance targets to be
      achieved in connection with the vesting of any Award), the expiration date
      applicable to each Award and other terms, provisions and restrictions of
      the Awards (which need not be identical) and subject to Section 18 hereof,
      to amend or modify any of the terms of outstanding Awards provided,
      however, that except as permitted by Section 12.01, no outstanding Award
      may be repriced, whether through cancellation of the Award and the grant
      of a new Award, or the amendment of the Award, without the approval of the
      stockholders of the Company;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      contest on behalf of the Company or Participants, at the expense of the
      Company, any ruling or decision on any matter relating to the Plan or to
      any Awards;

            


    

     

    
      	
               
      

            	
              (e)

            	
              generally,
      to administer the Plan, and to take all such steps and make all such
      determinations in connection with the Plan and the Awards granted
      thereunder as it may deem necessary or advisable;
  and

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      determine the form in which tax withholding under Section 16 of this Plan
      will be made (i.e., cash,
      Common Stock or a combination
thereof).

            


    

     

    Except to
the extent prohibited by applicable law or the applicable rules of a stock
exchange, and except with respect to any Qualified Performance-Based Award
intended to satisfy the requirements of Code section 162(m), the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it.  Any such allocation
or delegation may be revoked by the Committee at any time.

     

    
      	
               
      

            	
              5.

            	
              Eligible
      Participants.

            


    

     

    Present
and future directors, officers and employees of the Company or any Subsidiary or
Affiliate shall be eligible to participate in the Plan.  The Committee
from time to time shall select those officers, directors and employees of the
Company and any Subsidiary or Affiliate of the Company who shall be designated
as Participants and shall designate in accordance with the terms of the Plan the
number, if any, of ISOs, NSOs, SARs, Restricted Stock Units and shares of
Restricted Stock or any combination thereof, to be awarded to each
Participant.

     

    
      	
               
      

            	
              6.

            	
              Terms and Conditions
      of Non-Qualified Stock
Options.

            


    

     

    Subject
to the terms of the Plan, the Committee, in its discretion, may award an NSO to
any Participant.  Each NSO shall be evidenced by an agreement, in such
form as is approved by the Committee, and except as otherwise provided by the
Committee, each NSO shall be subject to the following express terms and
conditions, and to such other terms and conditions, not inconsistent with the
Plan, as the Committee may deem appropriate:

     

    6.01       Option
Period.  Each NSO will expire as of the earliest
of:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              the
      date on which it is forfeited under the provisions of Section
      11.01;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              10
      years from the Award Date;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      the case of a Participant who is an employee of the Company, a Subsidiary
      or an Affiliate, three months after the Participant’s termination of
      employment with the Company and its Subsidiaries and Affiliates for any
      reason other than for Cause, death, total and permanent disability or
      retirement on or after age 65;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      the case of a Participant who is a member of the board of directors of the
      Company or a Subsidiary or Affiliate, but not an employee of the Company,
      a Subsidiary or an Affiliate, three months after the Participant’s
      termination as a member of the board for any reason other than for Cause,
      death, total and permanent disability or retirement on or after age
      65;

            


    

     

    
      	
               
      

            	
              (v)

            	
              immediately
      upon the Participant’s termination of employment with the Company and its
      Subsidiaries and Affiliates or service on a board of directors of the
      Company or a Subsidiary or Affiliate for
Cause;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              12
      months after the Participant’s death or total and permanent
      disability;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              60
      months after the Participant's termination of employment  with
      the Company and its parent and Subsidiaries or service on the Board on
      account of retirement on or after age 65;
or

            


    

     

    
      	
               
      

            	
              (viii)

            	
              any
      other date specified by the Committee when the NSO is
    granted.

            


    

     

    6.02       Option
Price.  At the time granted, the Committee shall determine the
Option Price of any NSO.  However, the Option Price shall not be less
than 100% of the Fair Market Value of the Common Stock subject to the NSO on the
Award Date.

     

    6.03       Vesting.  Unless
otherwise determined by the Committee and set forth in the agreement evidencing
an Award, NSO Awards shall vest in accordance with Section 11.01.

     

    6.04       Other Option
Provisions.  The form of NSO authorized by the Plan may contain
such other provisions as the Committee may from time to time
determine.

     

    
      	
               
      

            	
              7.

            	
              Terms and Conditions
      of Incentive Stock Options

            


    

     

    Subject
to the terms of the Plan, the Committee, in its discretion, may award an ISO to
any employee of the Company or a Subsidiary.  Each ISO shall be
evidenced by an agreement, in such form as is approved by the Committee, and
except as otherwise provided by the Committee, each ISO shall be subject to the
following express terms and conditions and to such other terms and conditions,
not inconsistent with the Plan, as the Committee may deem
appropriate:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    7.01       Option
Period.  Each ISO will expire as of the earliest
of:

     

    
      	
               
      

            	
              (i)

            	
              the
      date on which it is forfeited under the provisions of Section
      11.01;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              10
      years from the Award Date, except as set forth in Section 7.02
      below;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              immediately
      upon the Participant’s termination of employment with the Company and its
      Subsidiaries for Cause;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              three
      months after the Participant’s termination of employment with the Company
      and its Subsidiaries for any reason other than for Cause or death or total
      and permanent disability;

            


    

     

    
      	
               
      

            	
              (v)

            	
              12
      months after the Participant’s death or total and permanent
      disability;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      other date (within the limits of the Code) specified by the Committee when
      the ISO is granted.

            


    

     

    Notwithstanding
the foregoing provisions granting discretion to the Committee to determine the
terms and conditions of ISOs, such terms and conditions shall meet the
requirements set forth in section 422 of the Code or any successor
thereto.

     

    7.02       Option Price and
Expiration.  The Option Price of any ISO shall be determined by
the Committee at the time an ISO is granted, and shall be no less than 100% of
the Fair Market Value of the Common Stock subject to the ISO on the Award Date;
provided, however, that if an ISO is granted to a Participant who, immediately
before the grant of the ISO, beneficially owns stock representing more than 10%
of the total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations, the Option Price shall be at least 110% of
the Fair Market Value of the Common Stock subject to the ISO on the Award Date
and in such cases, the exercise period specified in the Option agreement shall
not exceed five years from the Award Date.

     

    7.03       Vesting.  Unless
otherwise determined by the Committee and set forth in the agreement evidencing
an Award, ISO Awards shall vest in accordance with Section 11.01.

     

    7.04       Other Option
Provisions.  The form of ISO authorized by the Plan may contain
such other provisions as the Committee may, from time to time, determine;
provided, however, that such other provisions may not be inconsistent with any
requirements imposed on incentive stock options under Code section 422 and the
regulations thereunder.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    7.05       $100,000
Limitation.  To the extent required by Code section 422, if the
aggregate Fair Market Value (determined as of the time of grant) of Common Stock
with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year (under this Plan and all other plans of the Company and
its Subsidiaries) exceeds $100,000, the Options or portions thereof which exceed
such limit (according to the order in which they were granted) shall be treated
as NSOs.

     

    
      	
               
      

            	
              8.

            	
              Terms and Conditions
      of Awards of Restricted Stock or Restricted Stock
      Units.

            


    

     

    Subject
to the terms of the Plan, the Committee, in its discretion, may award Restricted
Stock or Restricted Stock Units to any Participant.  Each Award of
Restricted Stock or Restricted Stock Units shall be evidenced by an agreement,
in such form as is approved by the Committee, and, except as otherwise provided
by the Committee, all shares of Common Stock awarded to Participants under the
Plan as Restricted Stock and all Restricted Stock Units shall be subject to the
following express terms and conditions and to such other terms and conditions,
not inconsistent with the Plan, as the Committee shall deem
appropriate:

     

    
      	
               
      

            	
              (a)

            	
              Restricted
      Period.  Restricted Stock Units and shares of Restricted
      Stock awarded under this Section 8 may not be sold, assigned, transferred,
      pledged or otherwise encumbered before they vest, other than as permitted
      by Section 13 hereof.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Vesting.  Unless
      otherwise determined by the Committee, Awards of Restricted Stock and
      Restricted Stock Units under this Section 8 shall vest in accordance with
      Section 11.02.  Until a Participant’s shares of Restricted Stock
      vest, he will have all of the rights of a shareholder of the Company
      including, but not limited to, the right to vote such shares and the right
      to receive cash dividends declared thereon, but all noncash dividends and
      distributions with respect to shares of Restricted Stock shall be subject
      to the same vesting and other restrictions applicable to the underlying
      shares of Restricted Stock.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Certificate Legend for
      Restricted Stock Awards.  Each certificate issued in
      respect of shares of Restricted Stock awarded under this Section 8 shall
      be registered in the name of the Participant and shall bear the following
      (or a similar) legend until such shares have
  vested:

            


    

     

    “The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) relating to
Restricted Stock contained in Section 8 of the AMCOL International Corporation
2006 Long-Term Incentive Plan and an Agreement entered into between the
registered owner and AMCOL International Corporation.  Copies of such
Plan and Agreement are on file at the principal office of AMCOL International
Corporation.”

     

    
      	
               
      

            	
              (d)

            	
              Restricted Stock
      Units.  In the case of an Award of Restricted Stock
      Units, no shares of Common Stock or other property shall be issued at the
      time such Award is granted.  Upon the lapse or waiver of
      restrictions and the restricted period relating to Restricted Stock Units,
      shares of Common Stock shall be issued to the holder of the Restricted
      Stock Units and evidenced in such manner as the Committee may deem
      appropriate.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.

            	
              Terms and Conditions
      of Stock Appreciation
Rights.

            


    

     

    The
Committee may, in its discretion, grant a SAR to any Participant under the
Plan.  Each SAR shall be evidenced by an agreement between the Company
and the Participant, and may relate to and be associated with all or any part of
a specific ISO or NSO.  A SAR shall entitle the Participant to whom it
is granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his SAR and, if applicable, the related ISO or NSO, in
whole or in part, and receive from the Company in exchange, without any payment
of cash (except for applicable employee withholding taxes), that number of
shares of Common Stock having an aggregate Fair Market Value on the date of
surrender equal to the product of (i) the excess of the Fair Market Value of a
share of Common Stock on the date of surrender over the Fair Market Value of the
Common Stock on the date the SARs were issued, or, if the SARs are related to an
ISO or an NSO, the per share Option Price under such ISO or NSO on the Award
Date, and (ii) the number of shares of Common Stock subject to such SAR, and, if
applicable, the related ISO or NSO or portion thereof which is
surrendered.

     

    Except as
otherwise determined by the Committee and set forth in the Agreement, a SAR
granted in conjunction with an ISO or NSO shall terminate on the same date as
the related ISO or NSO and shall be exercisable only if the Fair Market Value of
a share of Common Stock exceeds the Option Price for the related ISO or NSO, and
then shall be exercisable to the extent, and only to the extent, that the
related ISO or NSO is exercisable.  The Committee may at the time of
granting any SAR add such additional conditions and limitations to the SAR as it
shall deem advisable, including, but not limited to, limitations on the period
or periods within which the SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such SAR.  Any ISO or NSO
or portion thereof which is surrendered with a SAR shall no longer be
exercisable.  A SAR that is not granted in conjunction with an ISO or
NSO shall terminate on such date as is specified by the Committee in the SAR
agreement and shall vest in accordance with Section 11.02.  The
Committee, in its sole discretion, may allow the Company to settle all or part
of the Company’s obligation arising out of the exercise of a SAR by the payment
of cash equal to the aggregate Fair Market Value of the shares of Common Stock
which the Company would otherwise be obligated to deliver.

     

    
      	
               
      

            	
              10.

            	
              Manner of Exercise of
      Options.

            


    

     

    To
exercise an Option in whole or in part, a Participant (or, after his death, his
executor or administrator) must give written notice to the Committee, stating
the number of shares with respect to which he intends to exercise the
Option.  The Company will issue the shares with respect to which the
Option is exercised upon payment in full of the Option Price.  The
Committee may permit the Option Price to be paid in cash or shares of Common
Stock held by the Participant having an aggregate Fair Market Value, as
determined on the date of delivery, equal to the Option Price, provided such
shares of Common Stock meet such criteria as the Committee shall from time to
time establish (e.g. that such shares are “mature” shares under generally
accepted accounting principles).  The Committee may permit a
Participant to elect to pay the Option Price upon the exercise of an Option by
authorizing a third party to sell shares of Common Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the entire Option Price
and any tax withholding resulting from such exercise.  The Committee
may also permit the Option Price to be paid by any other method permitted by
law, including by delivery to the Committee from the Participant of an election
directing the Company to withhold the number of shares of Common Stock from the
Common Stock otherwise due upon exercise of the Option having an aggregate Fair
Market Value on that date equal to the Option Price.  If a Participant
pays the Option Price with shares of Common Stock which were received by the
Participant upon exercise of one or more ISOs, and such Common Stock has not
been held by the Participant for at least the greater of:


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (a)           two
years from the date the ISOs were granted; or

     

    (b)           one
year after the transfer of the shares of Common Stock to the
Participant,

     

    the use
of the shares shall constitute a disqualifying disposition and the ISO
underlying the shares used to pay the Option Price shall no longer satisfy all
of the requirements of Code Section 422.

     

    
      	
               
      

            	
              11.

            	
              Vesting.

            


    

     

    11.01  
Options.  A
Participant may not exercise an Option until it has vested.  The
portion of an Award of Options that is vested depends upon the period that has
elapsed since the Award Date.  The following schedule applies to any
Award of Options under this Plan unless the Committee establishes a different
vesting schedule:

     

    
      
        
          
            	
                    Number of Years

                    Since Award Date

                  	 
      	
                    Vested Percentage

                  
	 
      	 
      	 
      
	
                    Fewer
      than one

                  	 
      	
                    0%

                  
	
                    One
      but fewer than two

                  	 
      	
                    33%

                  
	
                    Two
      but fewer than three

                  	 
      	
                    66%

                  
	
                    Three
      or more

                  	 
      	
                    100%

                  


          

        

      

    

     

    Notwithstanding
the above schedule, unless otherwise determined by the Committee, a
Participant’s Awards shall become fully vested if a Participant’s employment
with the Company and its Subsidiaries and Affiliates or service on the board of
directors of the Company, a Subsidiary or an Affiliate is terminated due to: (i)
retirement on or after his sixty-fifth birthday; (ii) retirement on or after his
fifty-fifth birthday with consent of the Company; (iii) retirement at any age on
account of total and permanent disability as determined by the Company; or (iv)
death.  Unless the Committee otherwise provides or the preceding
sentence of this Section or Section 11.03 applies, if a Participant’s employment
with or service to the Company, a Subsidiary or an Affiliate terminates for any
other reason, any Awards that are not yet vested are immediately and
automatically forfeited; provided, however, in such special circumstances as the
Committee deems appropriate, the Committee may take such action as it deems
equitable in the circumstances or in the best interests of the Company,
including, without limitation, fully vesting an Award or waiving or modifying
any other limitation or requirement under the Award.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    A
Participant’s employment shall not be considered to be terminated hereunder by
reason of a transfer of his employment from the Company to a Subsidiary or
Affiliate, or vice versa, or a leave of absence approved by the Participant’s
employer.  A Participant’s employment shall be considered to be
terminated hereunder if, as a result of a sale or other transaction, the
Participant’s employer ceases to be a Subsidiary or Affiliate (and the
Participant’s employer is or becomes an entity that is separate from the Company
and its Subsidiaries and Affiliates).

     

    11.02  
Restricted Stock,
Restricted Stock Units and SARs.  The Committee shall establish
the vesting schedule to apply to any Award of Restricted Stock, Restricted Stock
Units or SAR that is not associated with an ISO or NSO granted under the Plan to
a Participant, and in the absence of such a vesting schedule set forth in the
Agreement evidencing the Award, such Award shall vest in accordance with Section
11.01.

     

    11.03  
Effect of “Change of
Control”.   Notwithstanding Sections 11.01 and 11.02
above, if within 12 months following a “Change of Control” the employment of a
Participant with the Company and its Subsidiaries and Affiliates is terminated
without Cause or the Participant resigns for Good Reason, any Award issued to
the Participant shall be fully vested, and in the case of an Award other than an
Award of Restricted Stock or Restricted Stock Units, fully exercisable for 90
days following the date on which the Participant’s service with the Company and
its Subsidiaries and Affiliates is terminated, but not beyond the date the Award
would otherwise expire but for the Participant’s termination of
employment.

     

    
      	
               
      

            	
              12.

            	
              Adjustments to Reflect
      Changes in Capital
Structure.

            


    

     

    12.01  
Adjustments.  If
there is any change in the corporate structure or shares of the Company, the
Committee may make any appropriate adjustments, including, but not limited to,
such adjustments deemed necessary to prevent accretion, or to protect against
dilution, in the number and kind of shares of Common Stock with respect to which
Awards may be granted under this Plan (including the maximum number of shares of
Common Stock with respect to which Awards may be granted under this Plan in the
aggregate and individually to any Participant during any calendar year as
specified in Section 3) and, with respect to outstanding Awards, in the number
and kind of shares covered thereby and in the applicable Option
Price.  For the purposes of this Section 12, a change in the corporate
structure or shares of the Company includes, without limitation, any change
resulting from a recapitalization, stock split, stock dividend, consolidation,
rights offering, separation, reorganization, or liquidation (including a partial
liquidation) and any transaction in which shares of Common Stock are changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or another corporation.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    12.02  
Cashouts.  In
the event of an extraordinary dividend or other distribution, merger,
reorganization, consolidation, combination, sale of assets, split up, exchange,
or spin off, or other extraordinary corporate transaction, the Committee may, in
such manner and to such extent (if any) as it deems appropriate and equitable,
make provision for a cash payment or for the substitution or exchange of any or
all outstanding Awards for the cash, securities or property deliverable to the
holder of any or all outstanding Awards based upon the distribution or
consideration payable to holders of Common Stock upon or in respect of such
event; provided, however, in each case, that with respect to any ISO no such
adjustment may be made that would cause the Plan to violate section 422 of the
Code (or any successor provision).

     

    12.03  
Section
409A.  Notwithstanding the foregoing: (i) any adjustments made
pursuant to Section 12 hereof to Awards that are considered “deferred
compensation” within the meaning of section 409A of the Code shall be made in
compliance with the requirements of section 409A of the Code unless the
Participant consents otherwise; (ii) any adjustments made pursuant to Section 12
of the Plan to Awards that are not considered “deferred compensation” subject to
section 409A of the Code shall be made in such a manner as to ensure that after
such adjustment, the Awards either continue not to be subject to section 409A of
the Code or comply with the requirements of section 409A of the Code unless the
Participant consents otherwise; and (iii) the Committee shall not have the
authority to make any adjustments pursuant to Section 12 of the Plan to the
extent that the existence of such authority would cause an Award that is not
intended to be subject to section 409A of the Code to be subject
thereto.

     

    
      	
               
      

            	
              13.

            	
              Nontransferability of
      Awards.

            


    

     

    13.01  
ISOs.  ISOs
are not transferable, voluntarily or involuntarily, other than by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code.  During a Participant’s lifetime, his
ISOs may be exercised only by him.

     

    13.02  
Awards Other Than
ISOs.  All Awards granted pursuant to this Plan other than ISOs
are transferable by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code, or in the
Committee’s discretion after vesting.  With the approval of the
Committee, a Participant may transfer an Award (other than an ISO) for no
consideration to or for the benefit of one or more Family Members of the
Participant subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Award prior to such transfer.  The transfer of an Award pursuant
to this Section 13 shall include a transfer of the right set forth in Section 18
hereof to consent to an amendment or revision of the Plan and, in the discretion
of the Committee, shall also include transfer of ancillary rights associated
with the Award.  The provisions of this Section 13 shall not apply to
any Common Stock issued pursuant to an Award for which all restrictions have
lapsed and is fully vested.

     

    
      	
               
      

            	
              14.

            	
              Performance-Based
      Awards

            


    

     

    14.01  
Purpose.  The
purpose of this Section 14 is to provide the Committee the ability to qualify
Awards of Restricted Stock and Restricted Stock Units as Qualified
Performance-Based Awards.  If the Committee, in its discretion,
decides to grant to a Covered Employee an Award of Restricted Stock or
Restricted Stock Units that is intended to constitute a Qualified
Performance-Based Award, the provisions of this Section 14 shall control over
any contrary provision contained herein; provided, however, that the Committee
may in its discretion grant Awards of Restricted Stock or Restricted Stock Units
to Covered Employees that are based on Performance Criteria or Performance Goals
but that do not satisfy the requirements of this Section 14.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    14.02  
Applicability.  This
Section 14 shall apply only to those Covered Employees selected by the Committee
to receive Qualified Performance-Based Awards.  The designation of a
Covered Employee as a Participant for a Performance Period shall not in any
manner entitle the Participant to receive an Award for the relevant Performance
Period.  Moreover, designation of a Covered Employee as a Participant
for a particular Performance Period shall not require designation of such
Covered Employee as a Participant in any subsequent Performance Period and
designation of one Covered Employee as a Participant shall not require
designation of any other Covered Employees as a Participant in such period or in
any other period.

     

    14.03  
Procedures with
Respect to Qualified Performance-Based Awards.  To the extent
necessary to comply with the Qualified Performance-Based Award requirements of
section 162(m)(4)(C) of the Code, with respect to any Award of Restricted Stock
or Restricted Stock Units that may be granted to one or more Covered Employees,
no later than 90 days following the commencement of any fiscal year in question
or any other designated fiscal period or period of service (or such other time
as may be required or permitted by section 162(m) of the Code), the Committee
shall, in writing, (a) designate one or more Covered Employees, (b) select the
Performance Criteria applicable to the Performance Period, (c) establish the
Performance Goals, and amounts of such Awards, as applicable, which may be
earned for such Performance Period, and (d) specify the relationship between
Performance Criteria and the Performance Goals and the amounts of such Awards,
as applicable, to be earned by each Covered Employee for such Performance
Period.  Following the completion of each Performance Period, the
Committee shall certify in writing whether the applicable Performance Goals have
been achieved for such Performance Period.  No Award or portion
thereof that is subject to the satisfaction of any condition shall be considered
to be earned or vested until the Committee certifies in writing that the
conditions to which the distribution, earning or vesting of such Award is
subject have been achieved.  The Committee may not increase during a
year the amount of a Qualified Performance-Based Award that would otherwise be
payable upon satisfaction of the conditions but may reduce or eliminate the
payments as provided for in the agreement evidencing the Award.

     

    14.04  
Payment of Qualified
Performance-Based Awards.  Unless otherwise provided in the
applicable agreement evidencing the Award, a Participant must be employed by the
Company or a subsidiary on the day a Qualified Performance-Based Award for such
Performance Period is paid to the Participant.  Furthermore, a
Participant shall be eligible to receive payment pursuant to a Qualified
Performance-Based Award for a Performance Period only if the Performance Goals
for such period are achieved.

     

    14.05  
Additional
Limitations.  Notwithstanding any other provision of the Plan,
any Award granted to a Covered Employee that is intended to constitute a
Qualified Performance-Based Award under this Section 14 shall be subject to any
additional limitations set forth in section 162(m) of the Code (including any
amendment to section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    14.06  
Effect on Other Plans
and Arrangements.  Nothing contained in the Plan will be deemed
in any way to limit or restrict the Committee from making any award or payment
to any person under any other plan, arrangement or understanding, whether now
existing or hereafter in effect.

     

    
      	
               
      

            	
              15.

            	
              Rights as
      Stockholder.

            


    

     

    No Common
Stock may be delivered upon the exercise of any Option until full payment has
been made.  A Participant has no rights whatsoever as a stockholder
with respect to any shares covered by an Option until the date of the issuance
of a stock certificate for the shares except as otherwise determined by the
Committee and set forth in the Agreement.

     

    
      	
               
      

            	
              16.

            	
              Withholding
      Taxes.

            


    

     

    The
Committee may, in its discretion and subject to such rules as it may adopt,
permit or require a Participant to pay all or a portion of the federal, state
and local taxes, including FICA and Medicare withholding tax, arising in
connection with any Awards by (i) having the Company withhold shares of Common
Stock at the minimum rate legally required, (ii) tendering back shares of Common
Stock received in connection with such Award or (iii) delivering other
previously acquired shares of Common Stock having a Fair Market Value
approximately equal to the amount to be withheld.

     

    
      	
               
      

            	
              17.

            	
              No Right to
      Employment.

            


    

     

    Participation
in the Plan will not give any Participant a right to be retained as an employee
or director of the Company or its Subsidiaries or Affiliates, or any right or
claim to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.

     

    
      	
               
      

            	
              18.

            	
              Amendment of the
      Plan.

            


    

     

    The Board
of Directors may from time to time amend or revise the terms of this Plan in
whole or in part, subject to the following limitations:

     

    
      	
               
      

            	
              (a)

            	
              no
      amendment may, in the absence of written consent to the change by the
      affected Participant (or, if the Participant is not then living, the
      affected beneficiary), adversely affect the rights of any Participant or
      beneficiary under any Award granted under the Plan prior to the date such
      amendment is adopted by the Board; provided, however, no such consent
      shall be required if the Committee determines in its sole and absolute
      discretion that the amendment or revision (i) is required or advisable in
      order for the Company, the Plan or the Award to satisfy applicable law, to
      meet the requirements of any accounting standard or to avoid any adverse
      accounting treatment, or (ii) in connection with any transaction or event
      described in Section 12, is in the best interests of the Company or its
      shareholders. The Committee may, but need not, take the tax consequences
      to affected Participants into consideration in acting under the preceding
      sentence.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              no
      amendment may increase the limitations on the number of shares set forth
      in Section 3, unless any such amendment is approved by the Company’s
      stockholders; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      amendment may be made to the provisions of Section 4(c) relating to
      repricing unless such amendment is approved by the Company’s
      stockholders;

            


    

     

    provided,
however, that adjustments pursuant to Section 12.01 shall not be subject to the
foregoing limitations of this Section 18.

     

    
      	
               
      

            	
              19.

            	
              Conditions Upon
      Issuance of Shares.

            


    

     

    An Option
shall not be exercisable and a share of Common Stock shall not be issued
pursuant to the exercise of an Option, and Restricted Stock or Restricted Stock
Units shall not be awarded until and unless the Award of Restricted Stock or
Restricted Stock Units, exercise of such Option and the issuance and delivery of
such share pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or national securities association upon which
the shares of Common Stock may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

     

    As a
condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the shares of Common Stock are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

     

    
      	
               
      

            	
              20.

            	
              Substitution or
      Assumption of Awards by the
Company.

            


    

     

    The
Company, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such
other company or otherwise, by either (a) granting an Award under the Plan in
substitution of such other company’s award, or (b) assuming such award as if it
had been granted under the Plan if the terms of such assumed award could be
applied to an Award granted under the Plan.  Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant.  In the
event the Company assumes an award granted by another company, the terms and
conditions of such award shall remain unchanged (except that the exercise price
and the number and nature of shares issuable upon exercise of any such option
will be adjusted appropriately pursuant to section 424(a) of the
Code).  In the event the Company elects to grant a new Award rather
than assuming an existing option, such new Award may be granted with a similarly
adjusted exercise price.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              21.

            	
              Section
      409A.

            


    

     

    It is the
intention of the Company that no Award shall be “deferred compensation” subject
to section 409A of the Code, unless and to the extent that the Committee
specifically determines otherwise, and the Plan and the terms and conditions of
all Awards shall be interpreted accordingly.  The terms and conditions
governing any Awards that the Committee determines will be subject to section
409A of the Code, including any rules for elective or mandatory deferral of the
delivery of cash or Shares pursuant thereto, shall be set forth in the
applicable agreement governing the Award, and shall comply in all respects with
section 409A of the Code.

     

    
      	
               
      

            	
              22.

            	
              Effective Date and
      Termination of Plan.

            


    

     

    22.01  
Effective
Date.  This Plan is effective as of the date of its approval by
the stockholders of the Company.

     

    22.02  
Termination of the
Plan.  The Plan will terminate 10 years after the date it is
approved by the stockholders of the Company; provided, however, that the Board
of Directors may terminate the Plan at any time prior thereto with respect to
any shares that are not then subject to Awards.  Termination of the
Plan will not affect the rights and obligations of any Participant with respect
to Awards granted before termination.

     

    IN
WITNESS WHEREOF, the Company has signed this Plan document as of December 18,
2008.

     

    
      
        
          	 
      	
                  AMCOL
      International Corporation,

                
	 
      	
                  a
      Delaware corporation

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:  /s/
      James Ashley

                
	 
      	
                  Title:
      Secretary

                


        

      

    


    
      
         


      

      
        19