Exhibit 99.1
EARTH SCIENCES, INC.
2000 Stock Compensation Plan #3
ARTICLE I
Purpose of Plan
The purpose of this Plan is to promote the growth and profitability
of Earth Sciences, Inc. and its subsidiaries by awarding rights to
receive shares of the Common Stock of the corporation to certain
employees for (i) the services they have and will render during
calendar 2000 and in prior years to the corporation and its
subsidiaries, and (ii) certain pension contributions to be made by
the Corporation to its qualified profit sharing plan for its
employees.
The Corporation maintains a qualified profit sharing plan for its US
employees. Investments in the plan are directed by the individual
plan participants. Under that plan, the Corporation may make profit
sharing contributions and matches certain 401(k) contributions made
by the employee. The shares to be issued for the profit sharing and
matching contributions represent only the Corporation's contribution
to the plan and will be directly deposited into each plan
participants' account within the profit sharing plan.
ARTICLE II
Definitions
2.1 "Award" means a grant to an employee or consultant of a right to
be issued shares of Common Stock under this Plan.
2.2 "Board of Directors" means the board of directors of the
Corporation.
2.3 "Common Stock" means the $0.01 par value common stock of the
Corporation.
2.4 "Corporation" means Earth Sciences, Inc., and any corporate
successor thereto (whether by merger, acquisition,
consolidation, liquidation or other reorganization) which has
adopted this Plan and assumed the Corporation's obligations
hereunder.
2.5 "Date of Award" means the date on which the Board of Directors
authorizes an Award to a Participant under this Plan.
2.7 "Executive Committee" means the executive committee of the Board
of Directors of the Corporation.
2.8 "Participant" means any employee or consultant of the
corporation or any Subsidiary who has been granted an Award
pursuant to this Plan.
2.9 "Subsidiary" means any corporation 50 percent or more of the
voting stock of which is owned by the Corporation or another
Subsidiary, or any partnership or joint venture, 50 percent or
more of the capital and profits interest in which is owned by
the Corporation or any other Subsidiary, or
any limited liability company 50 percent or more of the voting
membership interests of which is owned by the Corporation or
another Subsidiary.
ARTICLE III
Award of Common Stock
3.1 Award of Common Stock.
On October 12, 2000, the Board of Directors, after due
consideration of past service and future requirements, and the profit
sharing contributions, granted Awards as follows:
Name # of Shares Capacity
----------------- ----------- ----------------------
Brian T. Donnelly 126,275 Employee of ESEC
Kenneth E. Baldrey 19,190 Employee of ADAES
C. Jean Bustard 22,396 Employee of ADAES
John P. Comer 19,850 Employee of ADAES
Laura Cox 7,060 Employee of ADAES
Michael D. Durham 34,461 Employee of ADAES
Douglas W. Jackson 10,272 Employee of ADAES
Steve A. Johnson 27,350 Employee of ADAES
Charles Lindsey 486 Employee of ADAES
Kathy Lowsley 7,060 Employee of ADAES
Cameron E. Martin 20,367 Employee of ADAES
Mark H. McKinnies 34,461 Employee of ADAES
Thomas J. Millar, Jr. 16,361 Employee of ADAES
Richard Schlager 22,396 Employee of ADAES
Corre D. Short 8,764 Employee of ADAES
John F. Wurster 34,461 Employee of ADAES
Ronda Zivalich 9,738 Employee of ADAES
for a total of 420,948 shares of Common Stock.
3.2 Acceptance of Awards.
A Participant to whom an Award has been granted may, except for
those Awards representing profit sharing plan contributions and upon
written notice to the Executive Committee, decline to accept the
Award.
ARTICLE IV
Miscellaneous
4.1 Adjustment in Number of Shares.
In the event of any change in the number of outstanding shares
of Common Stock by reason of any stock split, stock dividend, or
other capital transaction, the Executive Committee shall determine,
in its absolute discretion, whether such change equitably requires an
adjustment in the aggregate number of shares of Common Stock which
are the subject of an Award, but which have not yet been issued. If
the Executive Committee determines that an adjustment is required, it
shall make such adjustments as it deems appropriate. The Executive
Committee shall not, however, award any fractional shares as a result
of any adjustment made under this Section 4.1.
4.2 Non-Alienation of Benefits.
No Award or other right or benefit under this Plan shall be
subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate,
sell, assign, pledge, encumber or charge the same shall be void.
Except with respect to any indebtedness owed by the Participant to
the Corporation or a Subsidiary, no Award or other right or benefit
hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities or torts of any Participant. If any
Participant hereunder should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge any
Award, right or benefit hereunder, then such Award, right or benefit
shall, in the discretion of the Executive Committee, cease and, in
such event, the Corporation may hold or apply the same or any part
thereof for the benefit of the Participant, his or her spouse,
children or other dependents, or any of them, in such manner and in
such proportion as the Executive Committee may deem appropriate.
4.3 Effect of Plan.
Neither the establishment of this Plan, the granting of any
Award, nor the issuance of any shares of Common Stock thereunder,
shall be construed as giving any employee, Participant, or any other
person, any legal right, except as expressly provided herein, against
the Corporation, its Subsidiaries, shareholders, directors or
officers, the Executive Committee or the Board of Directors. Nothing
contained in this Plan shall be construed as a contract of employment
between the Corporation (or its Subsidiaries) and any employee or
Participant, as a right of any employee or Participant to be
continued in the employ of the Corporation (or its Subsidiaries), or
as a limitation on the right of the Corporation (or its Subsidiaries)
to employ, discipline or discharge any employee or Participant. No
Participant shall acquire any rights as a shareholder of the
Corporation except to the extent that shares of Common Stock have
been issued to him. The rights of any Participant shall be limited
to the right to receive shares of Common Stock, if and when such
shares become issuable under the terms and conditions of this Plan.
4.4 Withholding of Taxes.
The Corporation shall have the right to deduct from any salary
or bonuses payable to any Participant any and all income or payroll
taxes required by law to be withheld from the compensation, whether
in cash or shares of Common Stock, payable to such Participant.
ARTICLE V
Continuation and Amendment of Plan
5.1 Discontinuance of Plan.
The continuation of this plan is not assumed as a contractual
obligation by the Corporation, and the right is reserved to the
Corporation, by action of its Board of Directors, to discontinue the
Plan at any time. If the Plan shall be discontinued, no additional
Awards shall be made under the Plan after the date of discontinuance,
but the Plan shall continue to be operated in accordance with its
terms, as they may hereafter be amended, with respect to any Awards
made prior to the date of discontinuance.
5.2 Amendment.
The Corporation, by action of its Board of Directors, shall have
the right at any time, whether before or after discontinuance of the
Plan, to amend all or any of the provisions of the Plan in any
manner. Any such amendment may prohibit or postpone the issuance of
any shares of Common Stock even though such shares may have become
issuable after the effective date of the amendment pursuant to any
Award granted before the effective date of the amendment.
ARTICLE VI
Representations of Participants
6.1 Acceptance of Plan. By accepting any Award, a Participant shall
be deemed to have accepted all the terms and conditions of this Plan.
6.2 Transfer Restrictions. Each Participant upon receiving any
shares of Common Stock shall represent in writing to the Corporation
that, if such is the case, the Common Stock so acquired has not been
registered under the Securities Act of 1933 or any state "Blue Sky"
or securities law, that such Common Stock is not freely transferable
and that such Common Stock cannot be offered, sold or transferred in
whole or in part except in compliance with such laws. Such
Participant shall also represent in writing that he is acquiring such
Common Stock for his own account, without any intention to make an
unregistered distribution thereof within the meaning of the
Securities Act of 1933 and that any certificate representing such
Common Stock shall bear an appropriate legend to such effect and the
transfer agent for the Common Stock shall be instructed to enter
suitable "stop-transfer" notations in its records to reflect the
foregoing.
