RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.1

RESTRICTED STOCK PURCHASE AGREEMENT

AGREEMENT made as of this 29th day of December, 2005, (the “Effective Date”) between Balchem Corporation, Inc., a Delaware corporation (the “Company”) and [Director’s Name] (the “Purchaser”).

WHEREAS, pursuant to the Company’s Amended and Restated 1999 Stock Plan (the “Plan”), the Company wishes to grant Purchaser a stock purchase right, as such term is defined in Section 1 of the Plan, to purchase shares of the Company’s common stock subject to the terms and conditions of the Plan and this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Plan and herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:              

1.1           Grant of Stock Purchase Right . The Company hereby grants to the Purchaser the right and option (the “Stock Purchase Right”), for a period from the date hereof until the “Expiration Date” (as defined in Section 1.3 below), to purchase three thousand (3,000) shares of the Common Stock, $.06 ² / ₃ par value per share, of the Company (the “Shares”) for a purchase price of $.06 ² / ₃ per share, on the terms and subject to the conditions, repurchase options, restrictions and other provisions set forth in this Agreement and in the Plan.

1.2           Exercise . Subject to the conditions set forth in this Agreement and in the Plan, the Purchaser may exercise the Stock Purchase Right and subscribe to purchase the Shares by executing and delivering this Agreement to the Company at any time prior to the Expiration Date, accompanied by payment in full of the purchase price for the Shares being purchased in cash or by check of the Purchaser payable to the order of the Company. Upon receipt of such payment and executed Agreement from the Purchaser, the Company shall issue one or more certificates in the name of the Purchaser for that number of Shares purchased by the Purchaser, which Shares shall be subject to the restrictions, conditions and other provisions set forth in this Agreement and in the Plan.

1.3           Expiration . This Stock Purchase Right and the right to purchase the Shares hereunder shall expire and be of no further force or effect on January 12, 2006.

1.4            Nontransferability of Stock Purchase Right . This Stock Purchase Right is personal to the Purchaser, and neither the right to purchase the Shares or any other right hereunder may be assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise), nor shall any such rights be subject to execution, attachment or similar process. Upon any attempt to assign, pledge, transfer, hypothecate or otherwise dispose of this Stock Purchase Right or any rights granted hereunder, or upon the levy of any attachment or similar process upon this Stock Purchase Right or any such rights, this Stock Purchase Right and all of the rights of the Purchaser hereunder shall thereupon automatically terminate and become null and void.

2.             Company Representations and Warranties . The Company represents and warrants to the Purchaser as follows:

2.1            Organization . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the corporate power and authority to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder.

2.2            Authority to Execute and Perform Agreement . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. This Agreement has been duly executed and delivered by the Company and, upon execution hereof by the Purchaser, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms.

2.3            Issuance of Shares . The issuance, sale and delivery of the Shares in accordance with Section 1 of this Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefore in accordance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable.

3.              Purchaser’s Representations and Warranties . The Purchaser represents and warrants to the Company as follows:

3.1            Investment . The Purchaser is purchasing the Shares for his/her own account for investment only, and not with a view to, or for resale in connection with, any distribution of the Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation thereunder.

3.2            Adequate Information . The Purchaser has had such adequate opportunity to obtain from representatives of the Company such information as is necessary to permit an evaluation of the risks and merits of the investment in the Company.

3.3            Assessment of Risk . The Purchaser has had sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

3.4           Economic Risk . The Purchaser can afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares for an indefinite period.

3.5            Transfer Restrictions . The Purchaser understands that, in addition to the restrictions on transfer of the Shares set forth in Section 6 hereof, (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of until the Shares have vested in accordance with this Agreement.

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5.1           Repurchase Option . The Shares shall be subject to a repurchase option in favor of the Company as follows:

(a)           If, at any time prior to the “Vesting Date” (as defined in Section 5.3 below), the Purchaser commits an act of gross misconduct in the performance of his/her duties as a Director of the Company, as determined by majority vote of the remaining Directors then in office (Gross Misconduct”), the Company shall have the right and option to repurchase and acquire from the Purchaser, and upon exercise of such right and option the Purchaser shall sell to the Company, all or any portion of the Shares then owned by such Purchaser for a purchase price of $.06 ² / ₃ per share (as adjusted for stock splits, stock dividends, stock combinations, reorganization and the like) (the “Repurchase Price”).

(b)           If, at any time prior to the Vesting Date, the Purchaser ceases to be a Director of the Company for any reason other than those set forth in Section 5.3(b) below, the Company shall have the right and option to repurchase and acquire from the Purchaser, and upon exercise of such right and option the Purchaser shall sell to the Company, for a price per share equal to the Repurchase Price, that number of Shares which is equal to the difference between (i) the total number of Shares, minus (ii) the product of (A) 1/84 of the total number of Shares, times (B) the number of full months that the Purchaser has served as a member of the Board of Directors during the period from the Effective Date through the date of such resignation.

5.2           Exercise of Repurchase Option . (a) The repurchase option hereunder shall only be exercised upon approval thereof by majority vote of the Board of Directors of the Company, specifying the number of Shares to be repurchased. Upon such approval, the Company shall exercise the repurchase option provided in this Section by delivering or mailing to the Purchaser written notice of exercise specifying the number of Shares to be repurchased by the Company within thirty (30) days after (i) the date of the Board of Directors’ determination that the Purchaser committed Gross Misconduct, in the event of a repurchase of the Shares pursuant to Section 5.1(a) above, or (ii) the effective date of the termination of Purchaser’s service as a Director of the Company, in the event of a repurchase of the Shares pursuant to Section 5.1(b) above.

(b)  Within ten (10) days after the Purchaser’s receipt of the Company’s notice of the exercise of the repurchase option pursuant to subsection (a) above, the Purchaser (or his/her estate, executors, administrators, heirs or personal representatives, as the case may be) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to re-purchase, duly endorsed in blank by the Purchaser or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Upon its re