Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) As previously announced, on October 17, 2022, Roger Shannon resigned as
Chief Financial Officer and Treasurer of Charah Solutions, Inc. (the "Company").
Mr. Shannon's employment with the Company terminated on November 1, 2022.
In connection with Mr. Shannon's resignation, on December 1, 2022, the Company
entered into a Separation and Release Agreement ("Separation Agreement") with
Mr. Shannon. Under the Separation Agreement, Mr. Shannon will receive (1) a
Severance Payment amount of $437,750, representing 12 months of annual base
salary which will be paid out over 12 months, (2) vesting of 77,394 shares of
common stock of the Company (a portion of his outstanding unvested restricted
and performance stock units), and (3) based on the Company's performance through
October 31, 2022, none of the outstanding performance stock units from a June
2020 grant will vest. The Severance Payment is subject to tax withholding
requirements. Mr. Shannon will also be eligible to receive reimbursement from
the Company of monthly premium amounts for COBRA premiums for 12 months
following the Termination Date. The Separation Agreement provides for an
adjustment in the event of a Change in Control, as defined in Mr. Shannon's
amended and restated employment agreement. The Separation Agreement provides
that Mr. Shannon remains subject to certain restrictive covenants as provided in
the amended and restated employment agreement. The Separation Agreement contains
a general release of claims by Mr. Shannon against the Company.
The foregoing summary of the material terms of the Separation Agreement is
subject to the complete provisions set forth in the Separation Agreement, a copy
of which is filed with this report as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Form of Separation and Release Agreement between Charah, LLC, Charah
Solutions, Inc. and Roger Shannon, executed as of December 1, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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