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:

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