Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Entry into Employment Agreement with Chief Financial Officer and Treasurer

On March16, 2023, the Company and its subsidiary, Charah, LLC, entered into an employment agreement with Joe Skidmore to be effective on March 16, 2023 (the "CFO Employment Agreement"). The CFO Employment Agreement shall remain in effect until the agreement is terminated pursuant to its provisions.

Pursuant to the CFO Employment Agreement, Mr. Skidmore will receive an annualized base salary of $275,000. This annualized salary is retroactive to January 1, 2023. Mr. Skidmore is also eligible to receive (i) an annual bonus of up to 70% of his base salary and (ii) annual awards under the Company's 2018 Omnibus Incentive Plan.

The CFO Employment Agreement also provides for certain severance benefits following a termination without "cause" or a resignation for "good reason" (each quoted term as defined in the CFO Employment Agreement) including (i) cash severance equal to one times (or, if within six months before or two years following a change in control, one and a half times) the sum of (a) the then-current annualized base salary and (b) the target annual bonus for the year of termination, (ii) reimbursement of a certain portion of premiums paid for continuation coverage under the Company's group health plans, and (iii) a pro-rated annual bonus for the year in which the termination occurs. Upon Mr. Skidmore's death or "disability" (as defined in the CFO Employment Agreement), Mr. Skidmore will receive, as a severance payment, a pro-rated annual bonus for the year of his termination based on actual performance for such year. All severance payments and benefits are contingent upon Mr. Skidmore signing a release in favor of the Company and its affiliates. Additionally, the CFO Employment Agreement contains certain restrictive covenants regarding confidential information, non-competition, non-solicitation, and non-disparagement. This summary of the CFO Employment Agreement is qualified in its entirety by reference to the full text of the CFO Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company will also enter into its standard indemnification agreement with Mr. Skidmore, the form of which was filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 18, 2018.

There are no arrangements or understandings between Mr. Skidmore and any other persons, pursuant to which he was appointed to the offices described above and no family relationships among any of the Company's directors or executive officers and Mr. Skidmore. Additionally, Mr. Skidmore does not have any direct or indirect interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statement and Exhibits.



(d) Exhibits

   Exhibit
    Number           Description
        10.1           CFO Employment Agreement  .
           104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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