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 .  Th