0001354488-10-003667 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT ANNUAL GRANT

Non-Qualified Stock Option Agreement • November 22nd, 2010 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Florida

• Contract Type
  Non-Qualified Stock Option Agreement
• Filed
  November 22nd, 2010
• Company
  Ecosphere Technologies Inc
• Industry
  Construction, mining & materials handling machinery & equip
• Jurisdiction
  Florida

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of July 1, 2010 (the “Grant Date”) between Ecosphere Technologies, Inc. (the “Company”) and _Schedule A_ (the “Optionee”).

RESTRICTED STOCK AGREEMENT ANNUAL GRANT

Restricted Stock Agreement • November 22nd, 2010 • Ecosphere Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware

• Contract Type
  Restricted Stock Agreement
• Filed
  November 22nd, 2010
• Company
  Ecosphere Technologies Inc
• Industry
  Construction, mining & materials handling machinery & equip
• Jurisdiction
  Delaware

This Restricted Stock Agreement (this “Agreement”) entered into as of July 1, 2010 (the “Grant Date”), 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 _Schedule A_ (the “Recipient”). This Agreement is subject to the terms of, and is made under, the 2006 Equity Incentive Plan (the “Plan”) which is incorporated into this Agreement by reference.