2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

1.

PURPOSE .  The purpose of this Amended and Restated 2005 Non-Employee Director Compensation Plan (this “ Plan ”) is to provide a comprehensive revised compensation program which will attract and retain qualified individuals who are not employed by American Ecology Corporation, a Delaware corporation (the “ Company ”), to serve on the Company’s Board of Directors.  In particular, the Plan aligns the interests of such directors with those of the Company’s shareholders by providing that a significant portion of such compensation is directly linked to the value of the Company’s Common Stock.

2.

DEFINITIONS .  Unless otherwise defined in this Plan, as used herein, the following definitions shall apply:

2.1

“Award” means a grant of Restricted Stock under this Plan or a grant of a Stock Option under the Stock Option Plan.

2.2

“ Award Date ” means the first business day after the date of the Annual Meeting of Shareholders at which Non-Employee Directors shall be granted shares of Restricted Stock or Stock Options, as provided in Section 5.2 below.

2.5

“ Common Stock ” means the common stock of the Company, $0.01 par value per share.

2.8

“ Fair Market Value ” or “Fair Value” means the average closing price of the Company’s Common Stock as reported on the Nasdaq National Market or, if the Common Stock is no longer listed thereon, such other principal exchange or market (including the over-the-counter market), during the ten (10) trading days prior to the Award Date.  For a Stock Option the fair value means the value determined using an option pricing model such as the Black-Scholes option pricing model or some other option pricing model as approved by the Board.

2.9

“ Non-Employee Director ” means a director who is not an employee of the Company or any Parent or Subsidiary thereof.  The payment of a director’s fee by the Company shall not be sufficient in and of itself to constitute employment by the Company.

2.10

“ Parent ” means a parent corporation, whether now or hereafter existing, as defined in Section 425(e) of the Code.

2.11

“ Plan ” means this Amended and Restated 2005 Non-Employee Director Compensation Plan, as it may be amended and/or restated from time to time.

2.12

“ Plan Administrator ” means the administrator of this Plan as described in Section 4.1 .

2.13

“ Restricted Stock ” means shares of Common Stock granted under this Plan, which are subject to restrictions on transfer and potential forfeiture during the applicable restricted period.

2.14

“ Stock Option ” means an option to purchase the Company’s Common Stock pursuant to the terms and conditions of the Stock Option Plan, which are subject to restrictions on transfer and potential forfeiture during the applicable restricted period.

2.15

“ Stock Option Plan ” means the Company’s 2008 Stock Option Incentive Plan.

2.16

“ Standing Committee of the Board ” means the Audit Committee, the Compensation Committee and the Corporate Governance Committee of the Board, and any other committee as shall be designated by the Board as a standing committee of the Board of Directors from time to time.

2.17

Subsidiary ” means a subsidiary corporation, whether now or hereafter existing, as defined in Section 425(f) of the Code.

3.

SHARES SUBJECT TO THE PLAN .  Subject to Section 8 of this Plan, the total number of shares of Restricted Stock that may be awarded to Non-Employee Directors under this Plan and/or shares of Common Stock issuable pursuant to Stock Options granted under the Stock Option Plan shall not exceed two hundred thousand (200,000) shares.  If any shares of Restricted Stock or shares subject to Stock Options awarded under this Plan or the Stock Option Plan, as applicable, are forfeited pursuant to Section 7.1 or Section 7.2 , such shares shall again be available for purposes of this Plan.

4.1

Administration .  The Board of Directors of the Company or any committee (the “ Committee ”) of the Board that will satisfy Rule 16b-3 of the Exchange Act, and any regulations promulgated thereunder, as from time to time in effect, including any successor rule (“ Rule 16b-3 ”), shall supervise and administer this Plan (hereinafter referred to as the “ Plan Administrator ”).  If appointed by the Board, the Committee shall consist solely of two or more Non-Employee Directors; provided, however , that only the full Board of Directors may suspend, amend or terminate this Plan as provided in Section 10 .  No Director shall vote on any action with respect to any matter relating to an Award held by such Director.

4.2

Powers of the Plan Administrator .  Subject to the specific provisions of the Plan, the Plan Administrator shall have the authority, in its discretion: (i) to determine, on review of relevant information and, in accordance with Section  2.7 of the Plan, the Fair Market Value of the Company’s Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend, and rescind rules and regulations relating to the Plan; (iv) to authorize any person to execute on behalf of the Company any instrument required to effectuate  Awards; and (v) to make all other determinations deemed necessary or advisable to administer the Plan.  The interpretation and construction by the Plan Administrator of any terms or provisions of the Plan, any Awards hereunder, or of any rule or regulation promulgated in connection herewith, and all actions taken by the Plan Administrator, shall be conclusive and binding on all interested parties.

5.1

Annual Retainer .  Each Non-Employee Director shall be entitled to receive an annual retainer (“ Annual Retainer ”) consisting of cash and an Award as determined by the Board of Directors or the Committee.  The Annual Retainer shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders, and will be effective for the then commencing year of the Non-Employee Director’s term on the Board following their election at the Annual Meeting, and will remain effective until the next subsequent Annual Meeting of Stockholders.  The cash portion of the Annual Retainer shall be payable by Company check in equal quarterly installments.

5.2

Annual Award.   As part of the Annual Retainer compensation, each Non-Employee Director will receive an Award of shares of Restricted Stock on the Award Date immediately following each Annual Meeting of Shareholders.  Alternatively, each Non-Employee Director may elect to receive, in lieu of Restricted Stock, an equivalent dollar amount of Stock Options to purchase the Company’s Common Stock under the Stock Option Plan.  The equivalent dollar amount of any Stock Option Award will be determined using an option pricing model such as the Black-Scholes option pricing model. All grants of Restricted Stock or Stock Options shall be subject to the terms and conditions set forth in Section 6 below.

5.3

Meeting Fees .  Each Non-Employee Director shall receive a fee for each meeting of a Standing Committee of the Board that he or she attends and a fee for each meeting of the full Board that he or she attends.  Each Non-Employee Director shall receive a fee for each telephonic meeting of the Board that he or she attends; provided, however , that no fee shall be payable with respect to any telephonic meeting which lasts less than 30 minutes.  In person and telephonic meeting fees will be determined by the Board of Directors or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Non-Employee Director’s term on the Board following their election at the Annual Meeting and will remain effective until the next subsequent Annual Meeting of Stockholders. All meeting fees earned during a quarter by a Non-Employee Director shall be payable by Company check within 30 days of the end of each such quarter.

5.4

Retainer Fee for Committee Chairs .  A Non-Employee Director appointed to chair any Standing Committee of the Board shall be paid an annual retainer, such payment to be made by Company check within 30 days following the effective date of appointment.  The annual retainer of each Standing Committee chair shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Standing Committee chair’s term on the Board and will remain effective until the next subsequent Annual Meeting of Stockholders.

5.5

Retainer Fee for Board Chair .  A Non-Employee Director appointed to chair the Board of Directors shall be paid an annual retainer as determined by the Board of Directors or the Committee. Such payment is to be made by Company check within 30 days following the effective date of appointment.  The annual retainer for the Board chair shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Board chair’s term on the Board and will remain effective until the next subsequent Annual Meeting of Stockholders.

6.

AWARDS OF RESTRICTED STOCK OR STOCK OPTIONS.

6.1

Eligibility .  Shares of Restricted Stock may be awarded pursuant to this Plan as part of the Annual Retainer only to Non-Employee Directors.  Alternatively, each Non-Employee Directors can elect to receive as part of the Annual Retainer an equivalent amount of Stock Options to purchase the Company’s Common Stock pursuant to the Stock Option Plan. All Awards hereunder shall be made automatically in accordance with the terms set forth in this Section 6 .  No person shall have any discretion to select which Non-Employee Directors shall receive Awards or to determine the number of shares of Restricted Stock or Stock Options to be awarded.  Employee Directors who cease to be employees of the Company or any Parent or Subsidiary of the Company but who continue as Directors shall become eligible for Awards as if they were newly elected Directors, as of the date they cease to be employees.

6.2

6.3

Annual Award .  Each Non-Employee Director shall be awarded either shares of Restricted Stock  or Stock Options to purchase the Company’s Common Stock (the “ Annual Award ”), in an amount determined in accordance with the formula set forth below, on an annual basis, each time he or she is elected to the Board (or, if Directors are elected to serve terms longer than one year, as of the date of each Annual Meeting of Shareholders during that term).  The number of shares of Restricted Stock awarded shall be equivalent to the result of the dollar amount of the Award, divided by the Fair Marke