RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this “Agreement”) entered into as of July 1, 2009, sets forth the terms
and conditions of an award (this “Award”) of restricted stock granted by Ecosphere Technologies, Inc., a
Delaware corporation (the “Company”), to [See Schedule A] (the “Recipient”) under the 2006 Equity Incentive
Plan (the “Plan”).
1. The Plan . This Award is made pursuant to the Plan, the terms of which are incorporated in
this Agreement. Capitalized terms used in this Agreement that are not defined in this Agreement have the
meanings as used or defined in the Plan.
2. Award . The Recipient has been granted [ See Schedule A ] shares of restricted common
stock (“Restricted Stock”) in connection with the Recipient providing service as a director, director advisor or
board committee member. Of the Restricted Stock, [ See Schedule A ] shares were granted for service as a
director and [ See Schedule A ] shares were granted for service on a board committee. All certificates issued
shall contain an appropriate restrictive legend. This Agreement replaces any and all restricted stock agreements
between the parties, if any, with respect to this Award.
3. Vesting .
(a) The shares of Restricted Stock shall vest one year from the date of this Agreement,
subject to continued service in the capacity for which the Award were granted. The Restricted Stock shall be
unregistered unless the Company voluntarily files a registration statement covering such shares with the Securities
and Exchange Commission. Notwithstanding any other provision in this Agreement, the Restricted Stock
automatically vest on the date of a Change in Control, as defined under the Plan.
(b) Notwithstanding any other provision of this Agreement, at the option of the Board of
Directors or the Compensation Committee, all shares of Restricted Stock subject to this Agreement shall be