Delaware
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001-38523
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82-4228671
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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12601 Plantside Drive
Louisville,
Kentucky
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40299
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CHRA
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New York Stock Exchange
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8.50% Senior Notes due 2026
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CHRB
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New York Stock Exchange
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01.
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Financial Statement and Exhibits
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Exhibit
Number
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Description
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Form of Separation and Release Agreement between Charah, LLC, Charah Solutions, Inc. and Roger Shannon, executed as of December 1, 2022.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CHARAH SOLUTIONS, INC.
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Date:
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December 6, 2022
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By:
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/s/ Jonathan Batarseh
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Name:
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Jonathan Batarseh
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Title:
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President and Chief Executive Officer
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• |
Severance Payment: You will be paid, as severance,
the amount of $437,750, which represents your current Base Salary, which shall be paid, minus applicable deductions and withholdings, by check or, if authorized by you, direct bank deposit, in substantially equal installments on regular
payroll dates over the twelve month period commencing with the Termination Date, provided that the first such installment shall be paid on the first payroll date that occurs after the date on which your right to revoke this Agreement
expires, and shall include all installments that would otherwise have been paid prior to such date. The Employer may, in its sole discretion, pay all or any portion of such amount in a lump sum, provided that such payment will not
violate §409A of the Internal Revenue Code.
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• |
COBRA Subsidy: If you elect COBRA coverage, the
Employer will provide the COBRA benefit as defined in Section 7(f)(ii)(B) of the Employment Agreement, and subject to the terms and conditions of said Section 7(f)(ii)(B) for a COBRA Period of twelve months, or such shorter period as may
be provided in Section 7(f)()(ii)(B). You recognize that such subsidy may be considered taxable income.
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Vesting of Certain Restricted Stock Units and Performance Share Units:
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Change in Control. If a Change in Control, as
defined in the Employment Agreement, occurs within the CIC Protection Period, as defined that agreement, the Termination Benefits will be adjusted in accordance with the Employment Agreement.
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Pay, compensation, or benefits including bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave, profit sharing, or separation pay/benefits;
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Compensatory, emotional or mental distress damages, punitive or liquidated damages, attorney fees, costs, interest or penalties;
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Violation of express or implied employment contracts, covenants, promises or duties, intellectual property or other proprietary rights;
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Unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent
infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, retention, or supervision); personal injury;
promissory estoppel; public policy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters;
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Discrimination, harassment or retaliation based on age (including Age Discrimination in Employment Act or “ADEA” claims), benefit entitlement, citizenship, color, concerted activity,
disability, ethnicity, gender, gender identity and expression, genetic information, immigration status, income source, jury duty, leave rights, military status, national origin, parental status, protected off-duty conduct, race, religion,
retaliation, sexual orientation, union activity, veteran status, whistleblower activity (including Sarbanes-Oxley, Dodd-Frank and False Claims Act claims), other legally protected status or activity; or any allegation that payment under
this Agreement was affected by any such discrimination, harassment or retaliation; and
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Any participation in any class or collective action against any Releasee.
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You have received all pay, compensation, benefits, leave, time off, and/or expense reimbursements you are due to date, including for overtime or vacation/PTO;
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You have not suffered any on‑the-job injury for which you have not already filed a claim, and the end of your employment is not related to any such injury;
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You do not have any pending lawsuits against the Employer;
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You were advised in writing, by getting a copy of this Agreement, to consult with an attorney before signing this Agreement;
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You have had the opportunity to negotiate this Agreement with the Employer, and this Agreement shall not be construed for or against either party as a drafter of its terms;
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You have relied on your own informed judgment, or that of your attorney if any, in deciding whether to sign this Agreement; and
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You are signing this Agreement knowingly and voluntarily.
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CHARAH, LLC
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/s/ Roger Shannon
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By:
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/s/ Steven A. Brehm
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Roger Shannon
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Name: Steven A. Brehm
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Dated: December 1, 2022
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Title: Vice President of Legal Affairs
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Dated: December 1, 2022
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CHARAH SOLUTIONS, INC.
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By:
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/s/ Steven A. Brehm
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Name: Steven A. Brehm
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Title: Vice President of Legal Affairs
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Dated: December 1, 2022
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