BALCHEM CORP — Director's Dealing 2010

Dec 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2010-12-07

Reporting Person: Richardson Paul H (VP, Research & Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Common Stock	A	2580	$.0667	Acquired	27632	Direct
2010-12-08	Common Stock	F	3117	$32.14	Disposed	24515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-07	Employee Stock Option (right to buy)	$32.21	A	17400	Acquired	2020-12-07	Common Stock (0)	Direct

Footnotes

F1: The stock is subject to a repurchase option in favor of the Issuer and to restrictions on transfer until it vests in
accordance with the provisions of the Restricted Stock Purchase Agreement dated December 7, 2010 between the Issuer and the
Reporting Person.

F2: On December 8, 2006, the Company granted 6,750 restricted shares under the Company's Management Long Term Incentive Program.
The stock was subject to a repurchase option in favor of the Issuer and to restrictions on transfer until it vested in
accordance with the provisions of the Restricted Stock Purchase Agreement on December 8, 2010. 3,117 of the 6,750 shares
that vested December 8, 2010 were withheld to cover withholding taxes due upon vesting.

F3: This filing amends the "Amount of Securities Beneficially Owned Following Reported Transaction" to include the most current
amount of shares owned directly by Mr. Richardson in his 401(k)/profit sharing account.

F4: Options vest 20% year 1; 40% year 2; and 40% year 3