NON-QUALIFIED STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 1, 2009 (the “Grant
Date”) between Ecosphere Technologies, Inc. (the “Company”) and [SEE SCHEDULE A] (the “Optionee”).
WHEREAS, by action taken by the Board of Directors (the “Board”) it has adopted the 2006 Equity
Incentive Plan (the “Plan”); and
WHEREAS, pursuant to the Plan, it has been determined that in order to enhance the ability of the
Company to attract and retain qualified employees, consultants, directors, director advisors, and Board
committee members, the Company has granted the Optionee the right to purchase the common stock of the
Company pursuant to stock options.
NOW THEREFORE, in consideration of the mutual covenants and promises hereafter set forth and for
other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
1. Grant of Non-Qualified Options . The Company irrevocably granted to the Optionee, as a
matter of separate agreement and not in lieu of salary or other compensation for services, the right and option to
purchase all or any part of [SEE SCHEDULE A] shares of authorized but unissued or treasury common stock
of the Company (the “Options”) on the terms and conditions herein set forth. This Agreement replaces any stock
option agreement previously provided to the Optionee, if any, with respect to these Options. [Of the Options:
[SEE SCHEDULE A] were granted for service as a director and [SEE SCHEDULE A] were granted
for service on a committee.]
2. Price . The exercise price of the Options is $0.49 per share.
3. Vesting - When Exercisable .
(a) The Options shall vest one year from the date of this Agreement, subject to the
Optionee’s continued service in the capacity for which the Options were granted on the vesting date. Any
fractional vesting shall be rounded up to the extent necessary. Notwithstanding any other provis