Advanced Emissions Solutions, Inc. (Form: 8-K, Received: 09/02/2014 16:48:46)

with a copy to:

Julie Herzog, Esq.

Fortis Law Partners LLC

1900 Wazee Street, Suite 300

Denver, CO 80202

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 26, 2014

ADVANCED EMISSIONS SOLUTIONS, INC.

(Name of registrant as specified in its charter)


Delaware	000-54992	27-5472457
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 734-1727

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(b) Departure of Director and Officer

On September 2, 2014, Advanced Emissions Solutions, Inc. (“ADES” or the “Company”) announced the retirement and resignation of Mark H. McKinnies as Chief Financial Officer and director, respectively.

Mr. McKinnies entered into a Retirement and Non-Competition Agreement with the Company on August 26, 2014. Pursuant to that agreement, Mr. McKinnies received his regular compensation due through his retirement date including base salary and accumulated vacation and other benefits. Subject to any finding of Cause (as defined in that agreement) against Mr. McKinnies, he will also be paid: (i) severance of up to two years’ base salary payable in equal bi-weekly installments over two years, commencing September 12, 2014, and (ii) costs of obtaining replacement medical and dental coverage for eighteen months, paid in bi-weekly installments. Mr. McKinnies will be paid an amount equal to any 2014 short-term incentive or other cash bonus based on Company performance that would have been earned by him if he had been employed for the full year, payable no later than March 15, 2015. Mr. McKinnies’ also holds unvested restricted stock and unvested performance share units that will not vest until the earlier of a determination by the Board of Directors of the Company that the pending restatements and reaudits of the Company’s prior financial statements (“Accounting Matters”) have been resolved without a finding of Cause against Mr. McKinnies or if such determination has not been made by December 31, 2015 (the “determination date”). To date, the Board has not made any determination of Cause against Mr. McKinnies.

The retirement agreement contains a standard release and covenant not to sue as well as a two-year prohibition on activities that compete with our business (a “Non-Compete”), and non-solicitation and non-diversion covenants consistent with those of the other executives’ agreements described in Section (e) below. However, if the Accounting Matters are resolved with a finding of Cause against Mr. McKinnies, the non-compete requirements shall cease on the determination date unless the Board of Directors elects to extend the non-compete requirements for a term selected by the Board, not to extend beyond August 26, 2016, and the Company continues to pay the Cash Portion during the period of such extension.

(c) Appointment of Certain Officers

On September 2, 2014, we announced that, effective August 27, 2014, we appointed L. Heath Sampson, 43, as Chief Financial Officer and Treasurer of the Company. Mr. Sampson was also appointed as an ADA-ES, Inc. (“ADA”) manager on the Board of Mangers of Clean Coal Solutions, LLC. As Chief Financial Officer, Mr. Sampson is eligible to participate in our short-term and long-term incentive plans for our executive officers. He also is eligible for a cash bonus contingent upon the satisfactory completion of certain goals. Mr. Sampson has entered into an employment agreement with the Company on similar terms as the original employment agreements filed previously for the other executive officers. He has also entered into a rider to his employment agreement, which is similar to the amendments to employment agreements for the other executive officers described below in Section (e), with the following differences: Mr. Sampson will be subject to a 12 month Non-Compete, regardless of whether his employment is terminated with or without cause or good reason, as such terms are defined in his rider. He will receive, upon any termination, base salary, short and long term cash incentive and equity compensation that is earned, vested and determinable at the termination date, and any other compensation awarded by the Compensation Committee. Upon termination without cause or good reason (each as defined), whether or not in connection with a Change in Control (as defined), he will receive an additional 12 months of salary payable on the Company’s predetermined pay dates. If he is terminated without such cause following a Change in Control, he will also receive any short term incentive or other cash bonus that would have been paid to him based upon Company performance in the year of the termination date if he had been employed for the full calendar year, payable when other executives are paid, in a lump sum. In addition to the Non-Compete provision, he is also subject to standard non-solicitation and non-diversion clauses.

Prior to his appointment as Chief Financial Officer and since September 2009, Mr. Sampson served Square Two Financial, a $500 million private equity backed consumer collections company, as Chief Financial Officer. From January 2007 to August 2009, he served as Chief Financial Officer of First Data Financial Services, a business unit of First Data Corporation, a large-market global SEC registrant. From February 2005 to January 2007, Mr. Sampson served First Data Corporation as the business unit Chief Financial Officer for both the Innovative Payments and Integrated Payment Systems business units. Mr. Sampson was also employed by Arthur Andersen LLC from the mid-1990s until the early 2000s. During his time at Arthur Andersen he served as the Manager of Audit Services and Senior Manager of Business and Risk Consulting. Mr. Sampson holds a Bachelor of Business Administration-Accounting and Masters of Accountancy from the University of Denver.

(e) Compensatory Arrangements of Certain Officers

Effective on August 26, 2014, we, along with our wholly-owned subsidiary ADA and each of our Chief Executive Officer and President, Chief Technology Officer, General Counsel and Vice President-Investor Relations entered into amendments (the “Amendments”) to the officers’ existing employment agreements.

The Amendments address the parties’ respective obligations upon the termination of the respective executive’s employment under various circumstances, including Cause, Good Reason, or Change in Control, as those terms are defined in the Amendments, disability or death. The Amendments address the parties’ notice requirements, which vary in effective date from immediately to 45 days, depending on the reasons for termination.

Upon termination of any executive’s employment, we must pay the executive his or her base salary and other accrued benefits through the termination date. We must also pay additional amounts depending upon whether the termination was without cause or good reason, whether a Change in Control has occurred or is pending, and whether the Company elects to enforce a Non-Compete as described below.

Termination without Cause or with Good Reason. If we terminate the executive’s employment without Cause or if the executive resigns for Good Reason , the executive will be subject to a 12-month Non-Compete provision and we will pay the executive 12 months base salary, the pro-rated portion of short term incentive cash bonuses that would have been earned if the executive had been employed for the full year, based upon actual performance, vest executive’s unvested restricted stock and pay the value of executive’s unvested performance share units as calculated pursuant to the Amendment in shares of Company stock, and, at the executive’s request, pay up to 12 months of medical insurance coverage. If such termination is within 12 months following a Change in Control, or if we elect to enforce a 24 month Non-Compete, we must pay 24 months base salary and two times the pro-rated portion of short term incentive cash bonuses that would have been earned by the executive. The unvested equity vests and is paid as set forth above.

Termination for Cause or Without Good Reason. If we terminate an executive’s employment for Cause or the executive resigns without Good Reason, and if we elect to enforce either a 12 month or a 24 month Non-Compete, we must pay the same amounts as described above for Termination without Cause or with Good Reason. If the Company does not elect to enforce a Non-Compete, no severance payments shall be paid to executive.

If an executive resigns for a reason other than Good Reason within 3 months prior to or 6 months after closing of a Change in Control, we may elect to enforce a 12 month Non-Compete by paying the same base salary and prorated portion of short term incentive compensation as set forth above for other 12-month Non-Compete elections. In this circumstance, no unvested equity will vest or be paid

If an executive’s employment is terminated due to death or permanent disability, we must pay any short term incentive cash bonuses that would have been earned by executive if he or she had been employed for the full year as follows: 50% of the target amount if the termination occurs within the first half of the year or 100% of the target amount if the termination occurs within the second half of the year. In addition, any unvested restricted shares held by such executive would vest, and we must pay executive for the value of any unvested performance share units held by the executive as set forth above.

The agreement of the Chief Executive Officer and President, Michael Durham, differs from the other executives only in that he will be paid two times the target amount of the short term incentive cash bonus if his employment is terminated without Cause or he resigns for Good Reason, and the target amount if he resigns for other than Good Reason within 3 months prior or 6 months after closing of a Change in Control. In addition, if Dr. Durham resigns under the foregoing Change in Control circumstances, any unvested restricted stock held by him would vest, and we must pay him for the value of his unvested performance share units.

The Amendments also contain requirements that the executives comply with the terms of the Non-Competes, and standard prohibitions on soliciting employees and diverting Company business, as well as a cutback provision permitting the Company to adjust compensation payable to an executive that is subject to certain excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended.

Except as described in this Item 5.02, all other material terms of the Executive Employment Agreements remain unchanged. The foregoing descriptions of Mr. McKinnies’ retirement agreement, the Rider to Mr. Sampson’s agreement, and the Amendments are only summaries, and we refer you to the full text of such retirement agreement, Rider and Amendments filed as Exhibits 10.65, 10.66 and 10.67 respectively, to this report.

Item 7.01 Regulation FD Disclosure.

On September 2, 2014, the Registrant issued a press release announcing the appointment of Mr. Sampson as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 on Form 8-K, the information set forth in this Item 7.01 and the press release attached to this report as Exhibit 99.1 are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits are filed as exhibits to this report:



10.65		Retirement and Non-Competition Agreement between Mark H. McKinnies and Advanced Emissions Solutions, Inc., effective August 26, 2014

10.66		Rider to Employment Agreement between Advanced Emissions Solutions, Inc. and L. Heath Sampson dated August 26, 2014

10.67		Form of Amendment to Employment Agreement among Advanced Emissions Solutions, Inc., ADA-ES, Inc. and each of the Company’s President and Chief Executive Officer, Chief Technology Officer, General Counsel and Vice President of Investor Relations

The following Exhibit is furnished as an exhibit to this report.



99.1		Press Release, Advanced Emissions Solutions Appoints L. Heath Sampson as Chief Financial Officer, dated September 2, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 2, 2014

Advanced Emissions Solutions, Inc.

Registrant

/s/ Michael D. Durham

Michael D. Durham

President and Chief Executive Officer

INDEX TO EXHIBITS


Exhibit No.		Description

The following Exhibits are filed as exhibits to this report:



10.65		Retirement and Non-Competition Agreement between Mark H. McKinnies and Advanced Emissions Solutions, Inc., effective August 26, 2014

10.66		Rider to Employment Agreement between Advanced Emissions Solutions, Inc. and L, Heath Sampson dated August 26, 2014

10.67		Form of Amendment to Employment Agreement among Advanced Emissions Solutions, Inc., ADA-ES, Inc. and each of the Company’s President and Chief Executive Officer, Chief Technology Officer, General Counsel and Vice President of Investor Relations

The following Exhibit is furnished as an exhibit to this report.



99.1		Press Release, Advanced Emissions Solutions Appoints L. Heath Sampson as Chief Financial Officer, dated September 2, 2014

Exhibit 10.65

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RETIREMENT AND NON-COMPETITION AGREEMENT

The following is a Retirement and Non-Competition Agreement (“Agreement”) between Mark H. McKinnies (referred to as “Executive,” “you,” “your,” “I” or “me”) and Advanced Emissions Solutions, Inc., a Delaware corporation (“COMPANY” or “ADES”), and parent company of ADA-ES, Inc., a Colorado corporation (“ADA”), regarding your employment with COMPANY and separation from employment.

Recitals

Executive is presently the Chief Financial Officer (“CFO”), Senior Vice President and Treasurer of ADES (the “ADES Roles”), the Chief Financial Officer and Secretary of ADA, Inc., the wholly owned Colorado subsidiary of ADES (the “ADA Roles”), the Treasurer of BCSI, LLC, the wholly-owned Delaware subsidiary of ADES (the “BCSI Role”), a Manager of Clean Coal Solutions, LLC on behalf of ADA (the “CCS Role”), a Manager of ADA-ES Intellectual Property, LLC on behalf of ADA (the “ADA-ES IP Role”), a Manager of ADA-RCM6, LLC on behalf of ADA (the “ADA-RCM6 Role”), a member of the Board of Directors of ADES (the “ADES BOD Role”), and a member of the Board of Directors of ADA (the “ADA BOD Role”);

Executive and ADA are parties to that certain Employment Agreement (the “Existing Agreement”) originally entered into on January 2, 2000 by and between Executive and ADA Environmental Solutions, LLC, as assigned to ADA;

The Certificate of Incorporation and Bylaws of ADES along with other documents set forth the indemnification of Executive in his actions in above noted Roles (the “Indemnification”);

In his present capacities, Executive receives a base pay of $348,140 per annum (“2014 Base Pay”) and participates in the ADES Executive Compensation program that includes short term and long term cash and equity incentive payments and awards (the “STI Plan” and “LTI Plans”);

Executive receives healthcare, dental and 401 (k) match, vacation, holiday and other from ADES;

As CFO, Executive has certified financial statements and filings made by ADES with the Securities and Exchange Commission (“SEC”), and others;

As a result of decisions to restate financial statements and delinquencies in certain periodic filings with the SEC, ADES, Executive and others are presently named defendants and subject to and may become subject to further class action lawsuits, an SEC inquiry and derivative actions (collectively, the “Legal Matters”) and costs of defense in the Legal Matters is being borne by ADES and its D&O insurance (the “D&O Coverage”);

ADES is in the process of conducting an investigation of the Accounting Matters and has not made a determination of “Cause” (as defined below) as of the date of this Agreement;

Pursuant to the LTI Plans and separate award documents including various Restricted Stock Purchase Agreements and Performance Share Unit Agreements (collectively the “Equity Award Agreements”), Executive presently has outstanding the following unvested awards (the “Equity Awards”):

2013 restricted stock—10,802 shares

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2013 Performance Share Units (“PSUs”)—Between 0 and 32,408 depending upon the performance of the COMPANY’s stock as specified in the applicable LTI Plans and Equity Award Agreements

2014 restricted stock—9,854 shares

2014 PSUs—Between 0 and 19,708 depending upon the performance of the COMPANY’s stock as specified in the applicable LTI Plans and Equity Award Agreements.

10.

Pursuant to the STI Plan, Executive presently has the right to earn a short term incentive or other cash bonus based upon achievement by the COMPANY and individual executives of certain performance goals in 2014 with a potential target value of 65% of Executive’s 2014 Base Pay if the COMPANY and individual achieves the goals (the “2014 STI Bonus”).

11.

For the purposes of this Agreement, capitalized terms used but not defined herein have the meanings set forth below, or as otherwise set forth in the Existing Agreement, STI Plan and LTI Plans, or Equity Award Agreements:

“Accounting Matters” means those matters relating to the pending restatements and re-audits of prior financial statements.

“Cause” means, with respect to the Executive, (i) Executive’s willful and wanton misconduct or material breach of the Company’s Code of Conduct, including the Insider Trading Policy, or Executive’s willful and wanton violation of any federal or state securities or tax laws, or reckless misconduct that has been, is, or is reasonably likely to be, materially injurious to the COMPANY or a Related Person, monetarily or otherwise; (ii) conviction of or plea of guilty or no contest to a crime involving dishonesty, breach of trust or physical harm to any Person that has been, is, or is reasonably likely to be, materially injurious to the COMPANY or a Related Person, monetarily or otherwise; or (iii) Executive’s intentional breach of fiduciary duty where such conduct had or is reasonably likely to have a material detrimental effect on the Company or a Related Person; or (iv) Executive’s material breach of this Agreement. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental entity, unincorporated organization, trust association or other entity. “Related Person” with regard to the COMPANY means any “affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act and any Person in which the COMPANY directly or indirectly holds an ownership interest of 15% or more. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption of Cause.

“Determination Date” means the date the Board determines, by action taken in accordance with COMPANY By-Laws, that the current outstanding Accounting Matters have been resolved and has made a finding of Cause or no Cause against Executive, except that a finding of Cause may not be made until after a full and fair investigation shall have been conducted, a

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summary of the material evidence on which the basis for any potential findings of Cause has been communicated to the Executive or his counsel, and an opportunity shall have been provided for the Executive to be heard before the Board and present evidence to rebut or refute such findings. Notwithstanding the foregoing, in no event shall the COMPANY be required to waive any attorney-client, attorney work product or other privilege. Notwithstanding Executive’s right to be heard by the Board prior to making its finding, such finding shall remain at all times within the discretion of the Board. If the Determination Date does not occur on or before December 31, 2015, the provisions of Section B.2 shall apply. The COMPANY shall report to the Executive not less on a quarterly basis the status of its determination with regard to the resolution of the Accounting Matters.

Section A - Separation

1. Executive’s separation from COMPANY is based upon Executive’s retirement. Executive hereby resigns from his ADES Roles, ADA Roles, BCSI Role, CCS Role, ADA-ES IP Role, ADA-RCM6 Role, ADES BOD Role and ADA BOD Role as of August 26, 2014 (the “Effective Date”). The Board of Directors of the COMPANY (the “Board”) reserves the right to request Executive to perform certain duties and responsibilities related to his CCS Role following his resignation, for a limited transition period expected to be less than three months, which Executive agrees to perform for no additional consideration beyond the consideration set forth in this Agreement. Such requests will be coordinated with and communicated to Executive by the CEO or Chairman of the Board of ADES.

2. You acknowledge that you will receive your final compensation, due to you as of August 26, 2014 in the amount set forth in the Retirement Pay Memo provided to you on August 22, 2014 on the next established payroll date of August 29, 2014. You further acknowledge that the Retirement Pay Memo you have received includes all wages, overtime, bonuses, vacation pay, commissions, benefits, or any other form of compensation, payments, and/or other amounts that you have earned and are due to you as of August 26, 2014. You acknowledge that the unvested Equity Awards shall remain outstanding and shall vest only as set forth in Section B. You further acknowledge that you have been granted any accommodations or leaves of absence to which you were entitled, including any leave under the Family and Medical Leave Act, Americans With Disabilities Act or related state or local leave or disability accommodation laws.

Section B - Consideration

1. COMPANY will, as consideration for your releases and promises set forth in this Agreement, pay you the following as Retirement Compensation:

•

COMPANY will pay you equal installments of $13,390.00 less all applicable deductions and withholdings required by law, on the COMPANY’S established payroll dates (biweekly) commencing September 12, 2014 over a two year period, for a total amount not to exceed $696,280. This amount will be paid by direct deposit into the account you have designated for payroll deposits. If the Board determines that the Accounting Matters have been resolved without a finding of Cause against you, then the COMPANY

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will accelerate all remaining installments not yet paid under this section, and shall pay the total outstanding amount in a lump sum payment to Executive within 14 days of the Determination Date. If the Board determines that the Accounting Matters have been resolved with a finding of Cause against you, no further installments shall be made and Executive forfeits all rights to any further consideration under this Agreement.

•

COMPANY will pay you an amount equal to the amount of the 2014 STI Bonus or other cash bonus that would have been paid to Executive based upon COMPANY performance in 2014 if Executive had been employed for the full 2014 calendar year. This amount will be payable to Executive in one lump sum when such payment is earned, vested and determinable under the applicable short term incentive program, and shall be paid not later than March 15 of the calendar year following the year in which it is earned.

•

COMPANY will pay you installments of $437.50 which is payable on the COMPANY’s established payroll dates (bi-weekly) over a two year period, for a total amount not to exceed $22,750.00 which sum represents the cost of obtaining replacement medical and dental coverage for eighteen months; If the Board determines that the current outstanding Accounting Matters have been resolved without a finding of Cause against you, then the COMPANY will accelerate all remaining installments not yet paid under this section, and shall pay the total outstanding amount in a lump sum payment to Executive within 14 days of the Determination Date. If the Board determines that the Accounting Matters have been resolved with a finding of Cause against you, no further installments shall be made and Executive forfeits all rights to any further consideration under this Agreement, effective as of the Determination Date. As point of clarification, if Executive has been procuring continued medical and dental coverage via COBRA, termination of any installment payments hereunder shall not impact Executive’s right to COBRA benefits.

•

The Executive currently has 20,656 unvested restricted shares (the “Restricted Shares”). Notwithstanding the agreement and plan pursuant to which such Restricted Shares were issued, the Restricted Shares will remain outstanding and unvested after Executive’s separation from the Company. The Restricted Shares shall vest in full as of the Determination Date if the Board determines that the Accounting Matters have been resolved without a finding of Cause against you.

To satisfy your tax withholding obligations with respect to the Restricted Shares, you may authorize COMPANY to transfer to COMPANY up to the number of Restricted Shares that have an aggregate fair market value, based on the share price as of the close of trading on the Determination Date, equal to any applicable federal, state and local income and employment tax withholding obligations by providing written notice to COMPANY. You acknowledge that the 20,656 Restricted Shares referenced above, less any shares you authorize COMPANY to transfer to COMPANY for tax withholding purposes, will be vested and released to you promptly after the Determination Date via your ADES stock account with Computershare, Inc.

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•

The Executive currently has between 0 and 52,116 unvested PSUs depending upon the performance of the COMPANY’s stock as specified in the applicable LTI Plan document and Equity Award Agreements (the “Unvested PSUs”). Notwithstanding the agreement and plan pursuant to which such Unvested PSUs were issued, the Unvested PSUs will remain outstanding and unvested after Executive’s separation from the Company. If the Board determines that the Accounting Matters have been resolved without a finding of Cause against you or pursuant to Section B.2 below, the total number and value of the Unvested PSUs shall be determined by calculating total stockholder returns against the common stock returns of the established COMPANY peer group in accordance with the applicable long term incentive plan using the December 31, 2015 as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in COMPANY stock (the PSU Shares”), within the timing required by the applicable Equity Award Agreement.

In accordance with the LTI Plans and applicable Equity Award Agreement, to satisfy your tax withholding obligations with respect to the PSU Shares, you may authorize COMPANY to transfer to COMPANY up to the number of PSU Shares allowed by the Equity Award Agreement by providing written notice to COMPANY.

2. If the Board determines that the Accounting Matters have been resolved with a finding of Cause against the Executive, no Restricted Shares or Unvested PSU’s shall vest and Executive shall, as of the Determination Date, forfeit all rights to them under this Agreement. If the Board has not made a determination with regard to the Accounting Matters on or before December 31, 2015, the Board shall be deemed to have determined that the Accounting Matters have been resolved without a finding of Cause against the Executive. In such case, the Determination Date shall be December 31, 2015 and the Restricted Shares and the Unvested PSUs shall become vested as of such date as set forth in Section B.1 above.

3. You are and shall be solely responsible for any and all federal, state and local taxes that may be owed by you by virtue of the receipt of any portion of the monetary payment provided under this Agreement.

4. You agree and acknowledge that the Retirement Compensation provided under this Retirement and Non-Competition Agreement is adequate and sufficient and in excess of what you would otherwise be entitled to receive from the COMPANY as a result of termination of your employment.

5. COMPANY, by entering this Agreement, does not admit that it is legally obligated to make any payment and denies that it is responsible or legally obligated for any claims or that it has engaged in any improper conduct or wrongdoing.

6. Under no circumstances will you be entitled to the compensation described herein unless you execute and comply with the terms of this Agreement.

7. No part of the cash portion of the Retirement Compensation will be contributed to any employee benefit plan nor will any contribution, matching or otherwise, be made by COMPANY to any employee benefit plan as a consequence of the Retirement Compensation.

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Section C - Release of COMPANY and Covenant Not To Sue

1. In consideration for the payments set out in Section B above, you, including for all purposes, your heirs, executors, administrators and assigns, hereby forever, unequivocally and unconditionally release and discharge COMPANY, including for all purposes, its past and present officers, directors, employees, subsidiaries, predecessors, successors and assigns, from any and all claims, demands or causes of action of every nature or description, based upon or relating to actions, omissions or events occurring before or on the Effective Date of this Agreement, whether known or unknown, including, but not limited to any and all causes of action, whether at law or in equity, pertaining to or arising from the employment relationship of the parties and the termination of such employment relationship based in whole or in part upon any act or omission occurring on or before the Effective Date of this Agreement, whether negligent or intentional without regard to your present actual knowledge of the act or omission. If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the COMPANY is a party.

2. The Release agreed to above in paragraph 1 of the Section C of the Agreement does not affect your right to file a charge with or participate before a governmental agency, including the Equal Employment Opportunity Commission. However, you agree that if you bring a claim covered by the foregoing Agreement in which you seek damages or other remedies against COMPANY or if you seek to recover against COMPANY in any claim brought by a government agency on your behalf, you agree that you are expressly waiving the right to recover any damages or attorney’s fees from any such proceeding.

3. Causes of actions as used in this Section shall mean all claims, causes, judgments, damages, losses, liabilities, and demands of any kind and nature whatsoever, whether intentional or negligent, known or unknown, in law or in equity, individually or as part of a class action, occurring on or prior to the date of execution of this Agreement, arising under any constitution, federal, state, or local law(s) including but not limited to Title VII of the Civil Rights Act of 1964, the Colorado Wage Claim Act, the Colorado Anti- Discrimination in Employment Act, the Family and Medical Leave Act, the Equal Pay Act, the Sarbanes-Oxley Act of 2002, the Executive Retirement Income Security Act (with respect to unvested benefits), the Americans with Disabilities Act and the Age Discrimination in Employment Act of 1967, each as amended to date, or arising from any theory under common law such as breach of contract, express or implied promissory estoppel, wrongful discharge, tortious interference with contract rights, infliction of emotional distress, and defamation, excepting only vested retirement benefits (if any), COBRA rights, unemployment compensation, and workers’ compensation.

Section D - Executive’s Obligations

Survival of Obligations under Existing Agreement . You acknowledge that you are party to an Employment Agreement with COMPANY, a copy of which has been provided herewith, in which you have assumed Continuing Obligations under Section 8 through 12 of the Employment Agreement. Specifically, in Sections 8 through 11, you and the

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COMPANY have contractually allocated to the COMPANY the ownership, right, title and interest to any Inventions or Intellectual Property developed by you while employed by the COMPANY. Section 12 of your Employment Agreement further creates Restrictive Obligations Relating to Confidential Subject Matter that will continue to bind you post-employment. Nothing herein shall be deemed to affect any post-employment obligations you may have pursuant to the Employment Agreement and all amendments thereto, including, but not limited to, those provisions identified herein.

Non-Compete . Except as expressly set forth at the end of this section D.2, from the date hereof until August 26, 2016, you will not, directly or indirectly, alone or in association with any other person or entity, participate in the ownership, management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Competitor in the United States of America or in any country in which the COMPANY or a Related Person has conducted business, or demonstrated its intention to conduct business, during the last two years prior to the termination of your employment. “ Competitor ” means any person or entity that directly competes with the COMPANY or Related Person by selling or licensing, or attempting to sell or license, any products, services or technologies which are the same as or similar to the products, services or technologies sold or licensed by the COMPANY or Related Person at any time, or from time to time, during the last two years prior to the termination of your employment with COMPANY, or similar business activities conducted during the six months period following your termination as a result of plans initiated prior to such termination, including plans for acquisitions or joint ventures. In the event the Board determines that the Accounting Matters have been resolved with a finding of Cause against Executive, the Non-Compete requirements of this Section D.2 shall cease on the Determination Date unless the Board elects to extend the period of the Non-Compete requirements, for the period of time selected by the Board, by continuing to pay the Executive the cash portion of the Retirement Compensation during the selected extension period (for example, the COMPANY can require Executive to comply with the Non-Compete for six months by paying him the pro rata portion of the cash portion of the Retirement Compensation for such six months (i.e. $13,390.00 for every two weeks of the Non-Compete period)). In no event will such extension period extend beyond August 26, 2016.

Non-Divert . From the date hereof until August 26, 2016, you will not, directly or indirectly, (a) divert away or attempt to divert away any business from the COMPANY or Related Person to another company, business, or individual or (b) interfere or attempt to interfere with any transaction, agreement, prospective agreement, or corporate opportunity in which COMPANY or its predecessors in interest or any Related Person was involved at any point during the last two years of your employment with COMPANY.

Non-Solicit . From the date hereof until August 26, 2016, you will not, directly or indirectly: (a) solicit, entice, persuade or induce any then-current employee, agent or representative of the COMPANY or Related Person to terminate such person’s relationship with the COMPANY or Related Person or to become employed by any Person other than the COMPANY or Related Person; (b) approach any such Person for any of the foregoing purposes; (c) authorize, solicit or assist in the taking of such

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actions by any third party; or (d) hire or retain any such person, in each instance other than an employee, agent, representative or other person who independently responded to a general solicitation for employment or any third party which was not specifically targeted to or reasonably expected to target the COMPANY, its agents, employees, or representatives.

Section E - Miscellaneous

Receipt of Agreement . You acknowledge that you received this Agreement on August 21, 2014.

Amendment of Equity Award Agreements . The Equity Award Agreements pursuant to which the Restricted Shares and Unvested PSUs were issued are deemed amended to reflect the vesting terms for the Restricted Shares and the Unvested PSUs as set forth in this Agreement.

Entire Agreement . Subject to the survival of certain provisions of your Existing Agreement set forth in Section D above, the Equity Award Agreements (as amended by Section E.2), and your Indemnification described in paragraph 3 of the Recitals herein, this Agreement represents the entire agreement and understanding between you and COMPANY, your employment with and separation as an employee from COMPANY and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning your employment relationship with COMPANY. This Agreement shall not be modified, amended, supplemented, altered, or varied, nor shall any term or condition contained in this Agreement be waived, except by a written instrument signed by the Parties. To the extent the terms of this Agreement differ from or are inconsistent with those in any Executive Compensation Plan, long term or short term compensation or incentive plan, any equity incentive program, any Equity Award Agreements, or any amendments to any of the preceding that was approved by the Board or entered into between the Executive and the COMPANY (or its predecessors in interest) prior to the Effective Date of this Agreement, the terms of this Agreement shall control.

Confidentiality of Agreement . You agree to keep this Agreement confidential and will not communicate the terms of this Agreement, including the type or amount of compensation provided, or the fact that such Agreement exists, to any third party except to your immediate family, accountants, legal or financial advisors, and to COMPANY’s officers and employees with a need to know or as otherwise appropriate or necessary as required by law or court order. You acknowledge that the COMPANY will be required to disclose the terms of this Agreement in its filings with the Securities and Exchange Commission; upon such disclosure, your confidentiality obligations shall apply only to any term of this Agreement not publicly disclosed by the COMPANY.

Binding-Effect/Assignabilitv. You acknowledge that this Agreement is not assignable by you and will be binding upon your heirs, executors, administrators, and other legal representatives. You further agree that the COMPANY may freely assign this Agreement to any successor-in-interest.

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COMPANY Confidential Information . You acknowledge that by reason of your position with the COMPANY you have been given access to confidential, proprietary or private materials or information with respect to the COMPANY and its affairs. You represent that you have held all such information confidential and will continue to do so, and that you will not use such information without the prior written consent of the COMPANY. You further acknowledge that by reason of your position you have been given access to material, non-public information and that you will continue to hold all such information as confidential and proprietary with respect to the COMPANY and its affairs.

Return of Property. You represent that all property belonging to the COMPANY, or any of its respective clients or prospective clients, that was obtained by you as a result of your employment has been returned. Property as used in this provision includes, but is not limited to, computers, PDAs, and any confidential or proprietary documents, information or materials.

Choice of Law . The parties agree that the laws of the State of Colorado shall govern this Agreement.

Enforcement . The parties understand and agree that if, at any time, a violation of any term of this Agreement is asserted by any party hereto, that party shall have the right to seek performance of that term and/or any other necessary and proper relief including, but not limited to, damages from the applicable state or federal courts located in the State of Colorado and each agree to be subject to and shall submit to the jurisdiction of such courts for any such action or proceeding. In any such proceeding, the parties agree that the remaining terms of this Agreement remain in full force and effect, and you further agree not to reinstate any claims otherwise compromised by this Agreement, or rely upon the facts which allegedly support such claims.

10.

Attorney’s Fees if Dispute . If any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the other party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, reasonable fees and expenses of attorneys and all fees, costs and expenses of appeals.

11.

Section 409A Payment and Ordering Rules. The COMPANY and the Executive intend that payments or benefits payable under this Agreement shall not be subject to the accelerated or additional tax or interest imposed pursuant to Code Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with this intent. Payments under Section B, above, are intended to qualify to the maximum extent possible as “short-term deferrals” to which Code Section 409A does not apply, pursuant to Treasury Regulation Section 1.409A-1(b)(4). Any payments that do not so qualify are intended to be excluded from the application of Code Section 409A pursuant Treasury Regulation Section 1.409A-l(b)(9)(iii) (which excludes from the application of Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to Section B

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are made upon an “involuntary separation from service” but exceed the amount excludible from the application of Code Section 409A set forth in Treasury Regulation Section 1.409A-l(b)(9)(iii), the exclusion will first be applied to any continued health and welfare benefits payable under Section B (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Executive’s “separation from service,” as defined for purposes of Code Section 409A (the “Delayed Payment Date”)) and thereafter to the cash payments that are payable closest in time to the Effective Date, until the amount excludible has been applied in full. Any payments under Section B that are not excluded from the application of Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the COMPANY and paid to Executive on the Delayed Payment Date or as soon thereafter as is administratively feasible. For purposes of this paragraph, the right to any payment to be made in a series of installment payments shall be treated as the right to a series of separate payments pursuant to Treasury Regulation Section 1.409A- 2(b)(2)(iii). Nothing in this paragraph shall prohibit the COMPANY and Executive from making use of any other exclusion from the application of Code Section 409A that may be applicable to a payment or benefit hereunder.

12.

Business Relationships and Goodwill . The parties hereto agree that in the course of the Executive’s employment with the COMPANY, the Executive has provided services to the COMPANY that have been unique and has been and may continue to be entrusted with the confidential information of the COMPANY and Related Persons, and has and may further also develop personal relationships with, and knowledge of, the COMPANY’s customers and prospective customers and their affairs and requirements. Executive acknowledges and agrees that there is a risk and opportunity for any person given such responsibility, specialized training, and confidential information to misappropriate the trade secrets, relationships, business and goodwill existing between the COMPANY and the COMPANY’s current and prospective customers, members, stockholders, vendors and investors. Executive therefore acknowledges and agrees as follows:

It is fair and reasonable for the COMPANY to take steps to protect itself from the risk of misappropriation of confidential information and goodwill.

COMPANY’s interest in restraining Executive from competing with the COMPANY or harming COMPANY’s competitive advantage in accordance with this Agreement is justified.

The Non-Compete, Non-solicit and Non-Divert covenants are designed to enforce COMPANY interests and that any limitations as to time, geographic scope and scope of activity to be restrained as defined herein are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the COMPANY.

The consideration to be paid by COMPANY in accordance with this Agreement is sufficient and adequate and Executive will not challenge the enforceability or scope, and agrees to abide by the Non-Complete, Non- Solicit and Non-Divert covenants as specified herein.

Executive will notify all future Persons with which Executive becomes affiliated or employed of the restrictions set forth in this Agreement and any other agreement between the parties with regard to the protection of COMPANY confidential information, prior to the commencement of any such affiliation or employment and consents to the COMPANY providing such notice as well.

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13.

Breach of Obligations and Waiver . If the COMPANY breaches Section B of this Agreement or otherwise fails to make the required payments to Executive and fails to cure such breach within ten days after written notice from Executive, the Non- Compete, Non-Solicit and Non-Divert shall terminate immediately. If the Executive breaches any of the provisions of this Agreement or any other agreement between the parties with regard to the confidentiality of information, the Executive’s rights to any further consideration or payments under this Agreement shall terminate as of the date of any such breach. Any delay or omission on the part of COMPANY to exercise any right under this Agreement will not automatically operate as a waiver of such right or any other right; and that a waiver of any right of the COMPANY hereunder on one occasion will not be construed as a bar to or waiver of any right on any future occasion.

14.

Severability and Reformation . If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

15.

Cooperation . Executive agrees that he shall reasonably assist and cooperate with COMPANY with regard to any matter or project in which the Executive was involved during the Executive’s employment with the COMPANY, including but not limited to the Legal Matters, and any government inquiry or litigation that may be pending or arise after such termination of employment without additional consideration. Further, the Executive agrees to notify COMPANY at the earliest opportunity of any contact that is made by any third parties concerning any such matter or project. COMPANY shall not unreasonably request such cooperation of Executive, shall reimburse Executive for Executive’s expenses associated with such cooperation and assistance and indemnify Executive in accordance with the Indemnification.

16.

Remedies . Executive acknowledges and agrees that any breach or threatened breach by Executive of any of the provisions of this Agreement or any other agreement between the parties with regard to the confidentiality of information would result in irreparable harm to COMPANY for which monetary damages would be inadequate or difficult or impossible to ascertain. Accordingly, and notwithstanding anything to the contrary herein, in addition to any other remedies available to the COMPANY at law or in equity, the COMPANY shall be entitled, at any time, to injunctive relief in any court of competent jurisdiction to prevent or stop any such breach, threatened breach or continuing breach by Executive. In the event of any such action, the prevailing party (as determined by the court in such proceeding) shall be entitled to recover all reasonable costs and expenses incurred by such party in connection therewith, including reasonable attorneys’ fees and costs. Executive agrees that the duration of any confidentiality, Non-Compete, Non-Solicit and Non-Divert obligations shall be extended by the period of time in which the Executive is in breach of those obligations.

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17.

Nonexclusivity of Rights . After the Effective Date, Executive shall no longer be entitled to receive any amounts under any plan, policy, practice or program of, or any contract or agreement with, the COMPANY, except for any vested benefits or as otherwise required by this Agreement or by law (this specifically includes the 401K matching contributions as yet to be made by the COMPANY for 2014). Except as provided in this Agreement, the Executive waives all of the Executive’s rights to receive retirement or severance payments and benefits under any plan, policy or practice of COMPANY or any entity merged with or into COMPANY (or any part thereof) or that acquires COMPANY or all or substantially all of its assets. Unless prohibited by law, nothing herein shall be construed to preclude the COMPANY from seeking to recover from Executive compensation or benefits paid to Executive that Executive was not eligible or otherwise entitled to receive. Notwithstanding any other provisions in this Agreement to the contrary, any compensation paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the COMPANY that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as are required to be made pursuant to such law, government regulation or stock exchange listing requirement.

18.

Counterparts . This Agreement may be executed in any number of counterparts, and any such counterpart may be transmitted electronically or by facsimile transmission, and each of such counterparts, whether an original, an electronic copy, or facsimile of an original, shall be deemed to be an original and all of such counterparts together shall constitute a single agreement.

19.

Pursuant to the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”), Executive is entitled to and has been given a period of twenty-one (21) days within which to consider the terms of this Agreement, although Executive may accept it at any time within those twenty-one days. If Executive chooses to execute the Agreement prior to the expiration of the twenty-one day consideration period, such decision will constitute a waiver of the Executive’s right to further consider this Agreement within the twenty-one day period.

20.

After acceptance of this Agreement, Executive may revoke said acceptance for a period of seven (7) days. To revoke, Executive must deliver a written statement of revocation to Beth Turner-Graziano, Director, Human Resources, ADA-ES, Inc., 9135 S. Ridgeline Blvd., Suite 200, Highlands Ranch, CO 80129 that is received before the close of business on the seventh day after you sign the Agreement. If the Agreement is not revoked, the eighth day after you sign will be the “Effective Date” of the Agreement. This Agreement shall not be effective or enforceable until the seven day period has expired.

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I have carefully read all aspects of this Agreement, and I execute it voluntarily, fully understanding and accepting all provisions of this Agreement in its entirety and without reservation after having had sufficient time and opportunity to consult with my legal advisors prior to executing this Agreement. I understand that in agreeing to this document, any and all claims I may have against the COMPANY are being waived and released. I have been advised to consult with an attorney prior to executing this Agreement. In agreeing to sign this Agreement I have not relied on any statements or explanation made by the COMPANY. I have had at least twenty-one (21) days to consider this Agreement and if I choose to sign this Agreement before the end of that period, it was my personal, voluntary decision to do so. I understand that if I do not return this Agreement signed by me to the COMPANY upon the expiration of the twenty-one day period, this offer will expire. I understand that I may revoke and cancel this Agreement within seven (7) days after signing it by serving written notice upon COMPANY.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


		COMPANY:

		Advanced Emissions Solutions, Inc.

		By: Michael D. Durham
		Michael D. Durham, President and CEO

		Executive:

		Mark H. McKinnies
		Mark H. McKinnies, an individual

Acknowledged and Agreed:		ADA-ES, Inc.

		By: Michael D. Durham
		Michael D. Durham, Chief Executive Officer

Exhibit 10.66

RIDER TO EMPLOYMENT AGREEMENT –

ADVANCED EMISSIONS SOLUTIONS, INC.

And

(EXECUTIVE)

THIS RIDER (the “ Rider ”) TO EMPLOYMENT AGREEMENT (the “ Agreement ”) entered into on August 27, 2014 by and between Heath Sampson (the “ Executive ”) and Advanced Emissions Solutions, Inc., a Delaware corporation (“ ADES ” or the “ Company ”), is effective as of August 27, 2014 (“ Effective Date ”).

WHEREAS, it is in the best interests of the Company and the Executive to add a rider to the Agreement to clarify the Company’s obligations toward the Executive and the Executive’s obligations toward the Company in the event of the Executive’s death, disability or termination of employment; and

WHEREAS, the Company and the Executive desire to add this Rider to the Agreement on the terms set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

2. For purposes of this Rider, the following terms shall have the meanings specified below:

a. “ Base Salary ” means the annual base salary paid or payable to Executive by the Company (including authorized deferrals, salary reduction amounts and any car allowance) immediately prior to Executive’s Notice Date.

b. “ Benefits ” means the standard benefits, including healthcare (e.g. medical, dental, vision) insurance coverage, retirement, paid time off and other benefits and perquisites, from time to time available to full-time employees as well as any other benefits approved by the Compensation Committee of the Board as offered to the Executive or any other executive personnel of the Company.

c. “ Board ” means the Board of Directors of the Company.

d. “ Cause ” means with respect to the Executive (i) the failure by Executive to substantially perform the essential functions of Executive’s duties or obligations in a satisfactory manner (other than due to a Death or Disability) or material breach of any written agreement with the Company or a Related Person; (ii) dishonesty, willful misconduct, or material breach of the Company’s Code of Conduct, including the Insider Trading Policy Appendix, or knowing violation of any federal or state securities or tax laws, or any misconduct that is, or is reasonably likely to be, materially injurious to the Company or a Related Person, monetarily or otherwise; (iii) conviction of or plea of guilty or no contest to a crime involving dishonesty, breach of trust or physical harm to any Person; or (iv) a breach of any fiduciary duty that has had or is reasonably likely to have a material detrimental effect on the Company or a Related Person. If Company believes non-performance or material breach as specified in clause (i), above, has occurred, Company shall deliver a written demand for substantial performance to the Executive

Rider to Employment Agreement (Sampson)

that identifies the manner in which the Company believes the Executive has breached the written agreement or not substantially performed his or her duties and provide Executive with a period of ten (10) business days from receipt of such notice to cure the stated non-conforming performance. After such 10 day period the Board shall make a written finding that the Executive has either cured the nonconforming performance or, in the good faith opinion of the majority of the Board (excluding the Executive, if applicable) the Executive has not cured the non-conforming performance and the Executive’s employment should be terminated. The Executive’s employment shall not be deemed to have been terminated for Cause unless: (A) notice and an opportunity to cure as set forth above has been provided; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) the Notice requirements specified in Section I and II(a) below have been met.

e. “ Change in Control ” means a change in ownership or control of the Company effected through any of the following transactions:

i. the direct or indirect acquisition by any person, entity, related group of persons or entities (“ Person ”) (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a Person that directly or indirectly controls, is controlled by or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders ;

ii. a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of each such appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

iii. a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a Person that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Rider to Employment Agreement (Sampson)

Notwithstanding anything herein to the contrary, with respect to any amounts that constitute nonqualified deferred compensation under Code Section 409A and that would be payable in connection with a Change in Control, to the extent required to avoid accelerated or additional taxation under such section, no Change in Control will be deemed to have occurred unless such Change in Control also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Code Section 409A(a)(2)(A)(v).

f. “ Code ” means the Internal Revenue Code of 1986, as amended.

g. “ Competitor ” means any Person that directly competes with the Company or Related Person by selling or licensing, or attempting to sell or license, any products, services or technologies which are the same as or similar to the products, services or technologies sold or licensed by the Company or Related Person at any time, or from time to time, during the last two years prior to the termination of the Executive’s employment with Company, or similar business activities conducted during the six months period following the Executive’s termination as a result of plans initiated prior to such termination, including plans for acquisitions or joint ventures.

h. “ Director ” means a member of the Board.

i. “ Disabled ” means Executive has met one or more of the following criteria (a) is eligible for permanent disability benefits under the Company’s disability insurance benefits program in effect immediately prior to any Change in Control; (b) has been determined by a third party (such as the Social Security Administration) as unable to substantially perform the essential functions of the job by reason of any medically determinable physical or mental impairment; (c) has been determined to be disabled in accordance with a disability insurance program that meets the requirements of Treasury Regulation Section 1.409A-3(i)(4); or (d) Executive and the Board have mutually agreed in writing that Executive is permanently disabled and cannot substantially perform the essential functions of the job and the Board has sent the Executive written notice that the Board deems the Executive to have met the criteria for being disabled.

j. “ ERISA ” means the Employer Retirement Income Security Act of 1974, as amended.

k. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

l. “ Good Reason ” means (i) a material permanent reduction in the Executive’s Total Compensation; (ii) a material diminution in the authority, duties or responsibilities of the Executive; or (iii) a Relocation; provided however, that Executive gives the Company notice of the existence of the condition described in (i), (ii), or (iii) not later than 90 days after the initial existence of the condition and gives the Company a period of thirty (30) days to cure the condition. If the Company cures the condition, no amounts shall be payable to the Executive by the Company under section IV of this Rider; provided, however that, with respect to any amounts that constitute nonqualified deferred compensation under Code Section 409A, and that would be payable in connection with a Termination for Good Reason, to the extent required to avoid accelerated or additional taxation under such section, Good Reason shall not be deemed to exist unless the Termination in connection with such Good Reason also constitutes an “involuntary separation from service” within the meaning of Treasury Regulation Section 1.409A-l(b)(9)(iii).

m. “ Non-Compete ” means that the Executive will not, directly or indirectly, alone or in association with any other Person, participate in the ownership, management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any Competitor in the United States of America or in any country in which the Company or a Related Person has conducted business, or demonstrated its intention to conduct business, during the last two years prior to the termination of the Executive’s employment.

Rider to Employment Agreement (Sampson)

n. “ Non-Divert ” means Executive shall not (a) divert away or attempt to divert away any business or prospective business from the Company or Related Person to another company, business, or individual or (b) interfere or attempt to interfere with any transaction, agreement, prospective agreement, or corporate opportunity in which Company or its predecessors in interest or any Related Person was involved in or pursued at any point during the last two years of Executive’s employment with Company

o. “ Non-Solicit ” means Executive will not directly or indirectly: (a) solicit, entice, persuade or induce any then-current employee, agent or representative of the Company or Related Person to terminate such person’s relationship with the Company or Related Person or to become employed by any Person other than the Company or Related Person; (b) approach any such Person for any of the foregoing purposes; (c) authorize, solicit or assist in the taking of such actions by any third party; or (d) hire or retain any such person, in each instance other than an employee, agent, representative or other person who independently responded to a general solicitation for employment or any third party which was not specifically targeted to or reasonably expected to target the Company, its agents, employees, or representatives

p. “ Related Person ” with regard to Company means (i) any “affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act, or (ii) any Person in which the Company directly or indirectly holds an ownership interest of 15% or more.

q. “ Relocation ” means Executive is required without consent to relocate to a new position that is more than 50 miles from the location of the Executive’s employment prior to such required relocation, except for reasonably required travel on business which is not materially greater than such travel requirements prior to the Change in Control.

r. “ Subsidiary ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

s. “ Total Compensation ” means, in the aggregate, the Executive’s short and long term cash compensation (including Base Salary, bonuses or other cash incentives), short and long term equity compensation such as awarded options, restricted stock and/or performance share units, any other awards or payments authorized by the Compensation Committee of the Board, and Benefits provided as part of employee or Executive Compensation Plans in effect immediately prior to Executive’s Notice Date.

3. With regard to termination of the Executive’s employment with the Company for the reasons set forth below, the following terms are added to the Agreement as follows:

I.	Notice of Termination.

a. Notice Required . Either Executive or the Company may terminate Executive’s employment for any reason by giving the other party written notice of such termination (the date of such notice, the “ Notice Date ”). Company shall provide notice to Executive at Executive’s home address on file with Company in the Executive’s employee records. Executive shall provide notice to Company:

Advanced Emissions Solutions, Inc.

9135 S. Ridgeline Blvd., Ste 200

Highlands Ranch, CO 80129

Attn: Chairman of the Board

Rider to Employment Agreement (Sampson)


with a copy to:		Julie Herzog, Esq.
		Fortis Law Partners LLC
		1900 Wazee Street, Suite 300
		Denver, CO 80202

b. Termination Date. Termination shall be effective as follows (the “ Termination Date ”):

immediately upon notice if Company terminates the Executive for Cause and the requirements of Section 2(d) above have been met,

ii.

on the date specified below for termination due to Death or the Executive becoming Disabled, or

iii.

45 days after the Notice Date for any other termination. However, if Executive resigns other than for Good Reason, the Company may make the Termination Date any day within 45 days after the Notice Date by notifying Executive in writing.

c. Notice Period . The period commencing on the Notice Date and ending on the Termination Date (the “ Notice Period ”).

d. Executive Duties During Notice Period . During the Notice Period, the Company shall be entitled to allocate other duties and responsibilities to the Executive but is not obliged to assign any duties to, or provide any work for, the Executive. Company shall be entitled to exclude the Executive from any premises of the Company and/or to require Executive not to communicate with clients, suppliers, employees, agents or representatives of the Company or any Related Person, provided that the Company shall continue to pay the Executive’s Total Compensation on the dates and at the rate payable immediately prior to the Notice Date. During any Notice Period, unless the Board consents in writing, the Executive may not perform any work, whether paid or unpaid, for any other Person other than the Company or, at the Company’s request, one of its Related Persons.

e. Resignation of All Other Positions . If the Executive’s employment is terminated for any reason, effective on the Termination Date the Executive, shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or any Related Person.

II.

Termination for Cause or Without Good Reason (No Change in Control) .

If (i) the Company terminates the Executive for Cause at any time during the Executive’s employment with the Company, or (ii) the Executive terminates employment other than for Good Reason during the Executive’s employment with the Company when there has not been a Change in Control within the preceding twelve (12) months, the following provisions shall apply:

The terminating party shall provide written notice of termination to the other party as specified above, and if the termination is by the Company for Cause, the notice shall set forth the facts verifying that Cause exists and Company has met the requirements of Section 2(d) above in order to terminate the Executive for Cause.

Rider to Employment Agreement (Sampson)

Company shall pay the Executive for all Total Compensation (including vested Benefits) earned, vested and determinable as of the Termination Date or as required by law, such as ERISA or the Colorado Wage Act or similar requirements.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Compete, Non-Solicit and Non-Divert requirements of this Rider for a period of twelve (12) months after the Termination Date.

III.

Termination Without Cause or For Good Reason (No Change in Control) .

If the Company terminates the Executive without Cause, or the Executive terminates employment for Good Reason during the Executive’s employment with the Company, but there has not been a Change in Control within the preceding twelve (12) months, the following provisions shall apply:

On the Termination Date, Company shall pay the Executive for all Total Compensation (including vested Benefits) earned, vested and determinable as of the Termination Date or as required by law, such as ERISA or similar requirements.

Company shall pay the following amounts to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Rider for a period of twelve (12) months after the Termination Date:

Twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Rider for a period of twelve (12) months after the Termination Date.

IV.

Termination Without Cause or For Good Reason (Change in Control) .

If the Company terminates the Executive without Cause or the Executive terminates employment for Good Reason, in each case within twelve (12) months after a Change in Control, the following provisions shall apply:

Rider to Employment Agreement (Sampson)

Twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

ii.

Any short term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or Executives under the applicable short term incentive program.

iii.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

iv.

The value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in Company stock (less shares withheld for tax purposes in accordance with the applicable equity plan document), within thirty (30) days of the Termination Date.

At Executive’s request, the Company shall purchase extended medical insurance coverage under COBRA for medical insurance coverage comparable to the Executive’s coverage immediately prior to the Termination Date, for the shorter period of (a) the maximum period allowed by COBRA up to twelve months or (b) the date Executive is eligible to receive medical insurance from another employer or medical insurance plan.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Rider for a period of twenty-four (24) months after the Termination Date.

Rider to Employment Agreement (Sampson)

V.	Termination Due to Being Disabled .

If the Executive becomes Disabled, the Executive’s employment shall be terminated as of the date of the Board’s written notice to the Executive that the Board deems the Executive to be disabled in accordance with the criteria, or as otherwise agreed by Executive and the Company (the “Termination Date”), and the following provisions shall apply:

If the Termination Date is within the first six months of the calendar year, the Executive shall be paid fifty percent (50%) of the target amount.

ii.

If the Termination Date is within the last six months of the calendar year, the Executive shall be paid one hundred percent (100%) of the target amount.

iii.

The applicable amount will be paid to the Executive in a lump sum when payment is paid to other employees or Executives under the applicable short term incentive program.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Rider for a period of twelve (12) months after the Termination Date.

VI.

Termination Due to Death .

In the event the Executive becomes deceased while actively employed by the Company, the date of death shall be considered to be the “Termination Date” and the following provisions shall apply:

Within thirty (30) days after the Termination Date, Company shall pay to the Executive’s Estate, or designated beneficiaries, or any other party designated by the Executive, in writing, to receive payments in the event of the Executive’s death all Total Compensation (including vested Benefits) earned vested and determinable as of the Termination Date or as required by law, such as ERISA or similar requirements.

Rider to Employment Agreement (Sampson)

Any short term incentive or cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year shall be paid as follows:

If the Termination Date is within the first six months of the calendar year, the Executive shall be paid fifty percent (50%) of the target amount.

ii.

If the Termination Date is within the last six months of the calendar year, the Executive shall be paid one hundred percent (100%) of the target amount.

iii.

The applicable amount will be paid in a lump sum when payment is paid to other employees or Executives under the applicable short term incentive program.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

If any payments are owed or payable to the Executive by the Company pursuant to any provision of Section3 of this Rider at the time of the Executive’s death, such payments shall continue to be due and payable. After the Executive’s death, Company shall pay any remaining amounts on the schedule specified in this Rider to the Executive’s estate or executor or as otherwise instructed by a court of law.

4. Release for Severance Benefits. The Executive agrees that Executive’s receipt of the compensation and benefits set forth in Section 3 (“Severance Benefits”) shall be in lieu of all other claims that the Executive may make by reason of termination of Executive’s employment and that, as a condition to receiving the Severance Benefits, Executive will execute a release of claims in a form satisfactory to the Company in its sole discretion. Executive and Company agree that the intent of such release is to ensure a final, complete, and enforceable release of all claims that the Executive has or may have against the Company relating to or arising in any way from the Executive’s employment with the Company and/or the termination thereof. Within five business days of the Effective Date of Termination, Company shall deliver to the Executive the form of release for the Executive to execute. The Executive will forfeit all rights to Severance Benefits unless the Executive executes and delivers to the Company the release within 45 days of delivery of the release by the Company to the Executive and such release has become irrevocable by virtue of the expiration of any revocation period. The Company shall have no obligation to provide Severance Benefits prior to the Release Effective Date.

5. Section 409A Payment and Ordering Rules. The Company and the Executive intend that payments or benefits payable under this Rider shall not be subject to the accelerated or additional tax or interest imposed pursuant to Code Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with this intent. Payments under Section 4, above, are intended to qualify to the maximum extent possible as “short-term deferrals” to which Code Section 409A does not apply,

Rider to Employment Agreement (Sampson)

pursuant to Treasury Regulation Section 1.409A-1(b)(4). Any payments that do not so qualify are intended to be excluded from the application of Code Section 409A pursuant Treasury Regulation Section 1.409A-l(b)(9)(iii) (which excludes from the application of Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to Section 4 are made upon an “involuntary separation from service” but exceed the amount excludible from the application of Code Section 409A set forth in Treasury Regulation Section 1.409A-l(b)(9)(iii), the exclusion will first be applied to any continued health and welfare benefits payable under Section 4 (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Employee’s “separation from service,” as defined for purposes of Code Section 409A (the “ Delayed Payment Date ”)) and thereafter to the cash payments that are payable closest in time to the Termination Date, until the amount excludible has been applied in full. Any payments under Section 4 that are not excluded from the application of Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the Company and paid to Executive on the Delayed Payment Date or as soon thereafter as is administratively feasible. For purposes of this paragraph, the right to any payment to be made in a series of installment payments shall be treated as the right to a series of separate payments pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii). Nothing in this paragraph shall prohibit the Company and Executive from making use of any other exclusion from the application of Code Section 409A that may be applicable to a payment or benefit hereunder.

6. Business Relationships and Goodwill . The parties hereto agree that in the course of the Executive’s employment with the Company, the Executive will provide services to the Company that are unique and that the Executive will be entrusted with the confidential information of the Company and Related Persons, and will also develop personal relationships with, and knowledge of, the Company’s customers and prospective customers and their affairs and requirements. Executive acknowledges and agrees that there is a risk and opportunity for any person given such responsibility, specialized training, and access to confidential information to misappropriate the confidential information, trade secrets, relationships, business and goodwill existing between the Company and the Company’s current and prospective customers, employees, members, stockholders, vendors and investors. Executive therefore acknowledges and agrees as follows:

It is fair and reasonable for the Company to take steps to protect itself from the risk of misappropriation of confidential information and goodwill.

Company’s interest in restraining Executive from competing with the Company or harming Company’s competitive advantage in accordance with this Rider is justified.

The Non-Compete, Non-solicit and Non-Divert covenants are designed to enforce Company interests and that any limitations as to time, geographic scope and scope of activity to be restrained as defined herein are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company.

The consideration to be paid by Company in accordance with this Rider is sufficient and adequate and Executive will not challenge the enforceability or scope, and agrees to abide by the Non-Complete, Non-Solicit and Non-Divert covenants as specified herein.

Executive will notify all future Persons with which Executive desires to become or becomes affiliated or employed of all of the restrictions set forth in this Rider, the Agreement and any other agreement between the parties with regard to the protection of Company confidential information, prior to the commencement of any such affiliation or employment and consents to the Company providing such notice as well.

Rider to Employment Agreement (Sampson)

7. Breach of Obligations . If the Company breaches Section 3 of this Rider or otherwise fails to make the required payments to Executive and fails to cure such breach within ten days after written notice from Executive, the Non-Compete, Non-Solicit and Non-Divert shall terminate immediately. If the Executive breaches any of the provisions of this Rider, or the Agreement, or any other agreement between the parties with regard to the confidentiality of information, the Executive’s rights to any further consideration or payments under this Rider shall terminate as of the date of any such breach.

8. Severability and Reformation . If any one or more of the terms, provisions, covenants or restrictions of this Rider shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Rider shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9. Cooperation . Executive agrees that, following termination of employment for any reason, the Executive shall reasonably assist and cooperate with Company with regard to any matter or project in which the Executive was involved during the Executive’s employment with the Company, including but not limited to any litigation that may be pending or arise after such termination of employment. Further, the Executive agrees to notify Company at the earliest opportunity of any contact that is made by any third parties concerning any such matter or project. Company shall not unreasonably request such cooperation of Executive and shall compensate Executive for Executive’s time or expenses associated with such cooperation and assistance.

10. Remedies . Executive acknowledges and agrees that any breach or threatened breach by Executive of any of the provisions of this Rider, the Agreement or any other agreement between the parties with regard to the confidentiality of information would result in irreparable harm to Company for which monetary damages would be inadequate or difficult or impossible to ascertain. Accordingly, and notwithstanding anything to the contrary herein, in addition to any other remedies available to the Company at law or in equity, the Company shall be entitled, at any time, to injunctive relief in any court of competent jurisdiction to prevent or stop any such breach, threatened breach or continuing breach by Executive. In the event of any such action, the prevailing party (as determined by the court in such proceeding) shall be entitled to recover all reasonable costs and expenses incurred by such party in connection therewith, including reasonable attorneys’ fees and costs. Executive agrees that the duration of any confidentiality, Non-Compete, Non-Solicit and Non-Divert obligations shall be extended by the period of time in which the Executive is in breach of those obligations.

11. Nonexclusivity of Rights . Unless otherwise required by law, nothing in this Rider shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, Company on or after the Termination Date shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as modified by this Rider. Notwithstanding the foregoing, if Executive is terminated for Cause, after the Termination Date, Executive shall no longer be entitled to receive any amounts under any plan, policy, practice or program of, or any contract or agreement with, the Company, except for any vested benefits or as otherwise required by this

Rider to Employment Agreement (Sampson)

Rider or by law. Except as provided in this Rider, the Employee waives all of the Employee’s rights to receive severance payments and benefits under any severance plan, policy or practice of Company or any entity merged with or into Company (or any part thereof) or that acquires Company or all or substantially all of its assets. Unless prohibited by law, nothing herein shall be construed to preclude the Company from seeking to recover from Employee compensation or benefits paid to Employee that Employee was not eligible or otherwise entitled to receive. Notwithstanding any other provisions in this Rider to the contrary, any compensation paid to the Executive pursuant to this Rider or any other agreement or arrangement with the Company that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as are required to be made pursuant to such law, government regulation or stock exchange listing requirement.

12. Counterparts . This Rider may be executed in any number of counterparts, and any such counterpart may be transmitted electronically or by facsimile transmission, and each of such counterparts, whether an original, an electronic copy, or facsimile of an original, shall be deemed to be an original and all of such counterparts together shall constitute a single agreement.

13. Entire Agreement . The Agreement as amended by this Rider is hereby ratified and affirmed and shall continue in full force and effect. To the extent the terms of the Agreement and this Rider differ from or are inconsistent with those in any Executive Compensation Plan, long term or short term compensation or incentive plan, any equity incentive program, any restricted stock award agreement, or performance share unit award agreement which was approved by the Board or entered into between the Executive and the Company (or its predecessors in interest) prior to the Effective Date of this Rider, the terms of the Agreement and this Rider shall control. To the extent the terms of the Agreement and this Rider differ from or are inconsistent with each other, the terms of this Rider shall control.

14. Golden Parachute Cutback . It is the intention of the parties that the Executive receive the maximum after-tax amount of any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its Related Persons) or any entity which effectuates a Change in Control (or any of its Related Persons) to or for the benefit of Executive (whether pursuant to the terms of this Amendment or otherwise) (a “Change in Control Payment”). Therefore, notwithstanding anything in this Amendment to the contrary, if (i) any Change in Control Payment would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of such Change in Control Payment to an amount which, when taking into account the payment of any Excise Tax owed, would provide the Executive with a greater after-tax amount than if such Change in Control Payment were not reduced (including reducing the amount to the maximum amount that does not give rise to the Excise Tax (the “Safe Harbor Cap”)) then the amounts payable to Executive under this Amendment shall be reduced (but not below zero) to that amount which allows the Executive to receive the maximum after-tax amount. In determining such after tax amount, the Company shall be entitled to rely on such information as the Executive provides relating to the Executive’s individual tax circumstances. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first severance payments, then any bonus and then any benefits, as applicable.

Rider to Employment Agreement (Sampson)

IN WITNESS WHEREOF, the parties hereto have executed this Rider as of the Effective Date.


COMPANY:

Advanced Emissions Solutions, Inc.

By:		/s/ Michael D. Durham

		President and Chief Executive Officer

Executive:

/s/ Heath Sampson Heath Sampson, an individual

Rider to Employment Agreement (Sampson)

Exhibit 10.67

AMENDMENT TO EMPLOYMENT AGREEMENT –

ADVANCED EMISSIONS SOLUTIONS, INC. EXECUTIVE

(Form)

THIS AMENDMENT (the “ Amendment ”) TO EMPLOYMENT AGREEMENT (the “ Agreement ”) originally entered into on by and between (the “ Executive ”) and ADA-ES, Inc. a Colorado corporation (“ ADA-ES ”), is made and entered into between ADA-ES, the Executive and Advanced Emissions Solutions, Inc., a Delaware corporation (“ ADES ” or the “ Company ”), as of (“ Effective Date ”).

WHEREAS, ADA-ES’s stockholders approved a reorganization whereby each outstanding share of ADA-ES common stock was converted into one share of ADES common Stock, resulting in ADES becoming the publicly held entity effective July 1, 2013; and

WHEREAS, after the completion of the reorganization, Executive was elected an executive officer of ADES; and

WHEREAS, ADA-ES and the Executive desire for ADA-ES to assign the Agreement to Company and for the Company to assume the Agreement; and

WHEREAS, it is in the best interests of the Company and the Executive to amend the Agreement to clarify the Company’s obligations toward the Executive and the Executive’s obligations toward the Company in the event of the Executive’s death, disability or termination of employment; and

WHEREAS, the Company and the Executive desire to ratify and affirm the current terms of the Agreement as amended by this Amendment on the terms set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

2. For purposes of this Amendment, the following terms shall have the meanings specified below:

c. “ Board ” means the Board of Directors of the Company.

d. “ Cause ” means conduct by the Executive which has been proven to include one or more of the following as finally determined by a court of law, government agency, or final settlement:

Form of Amendment to Employment Agreement

i. dishonesty, willful misconduct, or material breach of the Company’s Code of Conduct, including the Insider Trading Policy, or

ii. felony conviction of a crime involving dishonesty, breach of trust or physical harm to any Person, or

iii. a breach of any fiduciary duty

and such conduct has had or is reasonably likely to have a material detrimental effect on the Company or a Related Person.

e. “ Change in Control ” means a change in ownership or control of the Company effected through any of the following transactions:

Form of Amendment to Employment Agreement

f. “ Code ” means the Internal Revenue Code of 1986, as amended.

h. “ Director ” means a member of the Board.

j. “ ERISA ” means the Employer Retirement Income Security Act of 1974, as amended.

k. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

l. “ Good Reason ” means (i) a material reduction in the Executive’s Total Compensation; (ii) a material diminution in the authority, duties or responsibilities of the Executive; or (iii) a Relocation; provided however, that Executive gives the Company notice of the existence of the condition described in (i), (ii), or (iii) not later than 90 days after the initial existence of the condition and gives the Company a period of thirty (30) days to cure the condition. If the Company cures the condition, no amounts shall be payable to the Executive by the Company under section 4 of this Amendment; provided, however that, with respect to any amounts that constitute nonqualified deferred compensation under Code Section 409A, and that would be payable in connection with a Termination for Good Reason, to the extent required to avoid accelerated or additional taxation under such section, Good Reason shall not be deemed to exist unless the Termination in connection with such Good Reason also constitutes an “involuntary separation from service” within the meaning of Treasury Regulation Section 1.409A-l(b)(9)(iii).

Form of Amendment to Employment Agreement

demonstrated its intention to conduct business, during the last two years prior to the termination of the Executive’s employment. As point of clarification, if the Executive complies with the Non-Solicit and Non-Divert requirements of this Amendment, and can establish Executive will not use or disclose any Company or Related Person confidential information, an Executive will not be in violation of the Non-Compete by participating in, or being employed by, or consulting for, trade associations or industry associations such as (but not limited to) the Institute of Clean Air Companies or the American Coal Council.

n. “ Non-Divert ” means Executive shall not (a) divert away or attempt to divert away any business from the Company or Related Person to another company, business, or individual or (b) interfere or attempt to interfere with any transaction, agreement, prospective agreement, or corporate opportunity in which Company or its predecessors in interest or any Related Person was involved at any point during the last two years of Executive’s employment with Company

r. “ Subsidiary ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

3. ADA-ES hereby assigns its rights and obligations under the Agreement to Company, and Company agrees to accept the assignment and assume the rights and obligations of ADA-ES under the Agreement. Executive acknowledges such assignment and assumption and agrees that the Agreement will continue in full force and effect as between Executive and Company.

4. With regard to termination of the Executive’s employment with the Company for the reasons set forth below, the Agreement is hereby amended to provide as follows:

Form of Amendment to Employment Agreement

Notice of Termination.

Advanced Emissions Solutions, Inc.

9135 S. Ridgeline Blvd., Ste 200

Highlands Ranch, CO 80129

Attn: Chairman of the Board

b. Termination Date. Termination shall be effective as follows (the “ Termination Date ”):

immediately upon notice if Company terminates the Executive for Cause,

ii.

on the date specified below for termination due to Death or the Executive becoming Disabled, or

iii.

c. Notice Period . The period commencing on the Notice Date and ending on the Termination Date (the “ Notice Period ”).

e. Resignation of All Other Positions . If the Executive’s employment is terminated for any reason, effective on the Termination Date the Executive, , shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or any Related Person.

Form of Amendment to Employment Agreement

II.

Termination for Cause or Without Good Reason (No Change in Control) .

The terminating party shall provide written notice of termination to the other party as specified above, and if the termination is by the Company for Cause, the notice shall set forth the facts verifying that Cause exists and whether or not the Company will enforce a Non-Compete against the Executive. If the Executive terminates employment under this Section, the Company shall provide written notice to Executive within thirty (30) days after the Notice Date stating whether or not the Company will enforce the Non-Compete against the Executive at all, and if so, whether the Company is electing either a twelve (12) month or a twenty-four (24) month period.

Company shall pay the Executive for all Total Compensation (including vested Benefits) due and owing the Executive as of the Termination Date or as required by law, such as ERISA or the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) and similar requirements.

Company may, in its sole discretion, elect to enforce a twelve (12) month or a twenty-four (24) month Non-Compete against the Executive, if it pays the following consideration to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Amendment during the elected twelve (12) or twenty-four (24) month period:

If Company elects to enforce a twelve (12) month Non-Compete, twelve (12) months Base Salary payable on the Company’s established payroll dates (bi-weekly) following the Termination Date.

ii.

If Company elects to enforce a twenty-four (24) month Non-Compete, twenty-four (24) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

iii.

If Company elects to enforce a twelve (12) month Non-Compete, a pro rata portion, based upon the number of days the Executive was employed by the Company in the year of termination, of any short term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or executives under the applicable short term incentive program.

iv.

If Company elects to enforce a twenty-four (24) month Non-Compete, two times (2x) the pro rata portion, based upon the number of days the Executive was employed by the Company in the year of termination, of any short term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or executives under the applicable short term incentive program.

Form of Amendment to Employment Agreement

If the Company elects to enforce the Non-Compete, regardless of the period of time, all of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

vi.

If the Company elects to enforce the Non-Compete, regardless of the period of time, the value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in Company stock, within thirty (30) days of the Termination Date.

vii.

If the Company elects to enforce the Non-Compete, regardless of the period of time , at Executive’s request, the Company shall either purchase extended medical insurance coverage under COBRA or otherwise pay the premiums for medical insurance coverage comparable to the Executive’s coverage immediately prior to the Termination Date, for the shorter period of twelve (12) months following the Termination Date or the date Executive is eligible to receive medical insurance from another employer or medical insurance plan.

viii.

For the sake of clarity, if the Company does not elect to enforce a Non-compete, no payments contemplated under this Section II.c shall be paid to Executive.

Regardless of whether Company elects to enforce any Non-Compete, all of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit and Non-Divert requirements of this Amendment for a minimum period of twelve (12) months after the Termination Date which period will increase to twenty-four (24) months if the Company elects to enforce a twenty-four (24) month Non-Compete. If the Company elects to enforce the Non-Compete against the Executive in accordance with this section, and pays the amounts specified above, the Executive agrees to comply with the Non-Compete from the Termination Date through the same period of time elected by the Company.

III.

Termination Without Cause or For Good Reason (No Change in Control) .

The terminating party shall provide written notice of termination to the other party as specified above. In the case of Executive terminating for Good Reason, Executive shall include such reason in the notice of termination and allow the Company the thirty (30) day opportunity to cure the condition. Executive shall be bound by a twelve (12)-month Non-compete for any termination under this Section III (the “Standard Non-compete”), but the

Form of Amendment to Employment Agreement

Company may elect to extend such period to twenty-four (24) months. In the case of Company terminating without Cause, the Company shall include in its notice whether the Standard Non-compete applies or if it elects to enforce a twenty-four (24) month Non-Compete against the Executive. If the Executive terminates employment under this Section, the Company shall provide written notice to Executive within thirty (30) days after the Notice Date stating whether the Standard Non-Compete applies or if it elects to enforce the Non-Compete for a twenty-four (24) month period.

On the Termination Date, Company shall pay the Executive for all Total Compensation (including vested Benefits) due and owing the Executive as of the Termination Date or as required by law, such as ERISA or COBRA and similar requirements.

Company shall pay the following amounts to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Amendment for a period of twelve (12) months or, if the Company elects to enforce a twenty-four (24) month Non-Compete, twenty-four (24) months after the Termination Date:

If Company does not elect to enforce a twenty-four (24) month Non-Compete, twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

ii.

If Company elects to enforce a twenty-four (24) month Non-Compete, twenty-four (24) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

iii.

If Company does not elect to enforce a twenty-four (24) month Non-Compete, a pro rata portion, based upon the number of days the Executive was employed by the Company in the year of termination, of any short term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or executives under the applicable short term incentive program.

iv.

Regardless of whether the Company elects to enforce a twenty-four (24) month Non-Compete, all of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

vi.

Regardless of whether the Company elects to enforce a twenty-four (24) Non-Compete, the value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the

Form of Amendment to Employment Agreement

established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in Company stock, within thirty (30) days of the Termination Date.

vii.

At Executive’s request, the Company shall either purchase extended medical insurance coverage under COBRA or otherwise pay the premiums for medical insurance coverage comparable to the Executive’s coverage immediately prior to the Termination Date, for the shorter period of twelve (12) months following the Termination Date or the date Executive is eligible to receive medical insurance from another employer or medical insurance plan.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Amendment from the Termination Date through the Standard Non-compete period or twenty-four (24) months, if so elected by the Company.

IV.

Termination Without Cause or For Good Reason (Change in Control) .

Twenty-four (24) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

ii.

Two times (2x) the pro rata portion, based upon the number of days the Executive was employed by the Company in the year of termination, of any short term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or executives under the applicable short term incentive program.

Form of Amendment to Employment Agreement

iii.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

iv.

At Executive’s request, the Company shall purchase extended medical insurance coverage under COBRA for medical insurance coverage comparable to the Executive’s coverage immediately prior to the Termination Date, for the shorter period of (a) the maximum period allowed by COBRA up to twenty-four months or (b) the date Executive is eligible to receive medical insurance from another employer or medical insurance plan.

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Amendment for a period of twenty-four (24) months after the Termination Date.

Termination Due to Being Disabled .

If the Termination Date is within the first six months of the calendar year, the Executive shall be paid fifty percent (50%) of the target amount.

ii.

If the Termination Date is within the last six months of the calendar year, the Executive shall be paid one hundred percent (100%) of the target amount.

iii.

The applicable amount will be paid to the Executive in a lump sum when payment is paid to other employees or executives under the applicable short term incentive program.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

Form of Amendment to Employment Agreement

All of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit, Non-Divert and Non-Compete requirements of this Amendment for a period of twelve (12) months after the Termination Date.

VI.

Termination Due to Death .

In the event the Executive becomes deceased while actively employed by the Company, the date of death shall be considered to be the “Termination Date” and the following provisions shall apply:

Within thirty (30) days after the Termination Date, Company shall pay to the Executive’s estate, executor or designated beneficiaries, or any other party designated by the Executive, in writing or as otherwise instructed by a court of law, to receive payments in the event of the Executive’s death (“Executive’s Beneficiary”) all Total Compensation (including vested Benefits) due and owing the Executive as of the Termination Date or as required by law, such as ERISA or COBRA and similar requirements.

If the Termination Date is within the first six months of the calendar year, the Executive’s Beneficiary shall be paid fifty percent (50%) of the target amount.

ii.

If the Termination Date is within the last six months of the calendar year, the Executive’s Beneficiary shall be paid one hundred percent (100%) of the target amount.

iii.

The applicable amount will be paid in a lump sum when payment is paid to other employees or executives under the applicable short term incentive program.

All of Executive’s unvested restricted stock awards shall vest as of the Termination Date.

The value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive’s Beneficiary, in Company stock, within thirty (30) days of the Termination Date.

Form of Amendment to Employment Agreement

If any payments are owed or payable to the Executive by the Company pursuant to any provision of Section 4 of this Amendment at the time of the Executive’s death, such payments shall continue to be due and payable. After the Executive’s death, Company shall pay any remaining amounts on the schedule specified in this Amendment to the Executive’s Beneficiary.

VII.

Termination Due to Change in Control .

If the Executive terminates employment for a reason other than Good Reason within the period of time which is three months prior through six months after the date of the final closing date of a Change in Control, the following provisions shall apply:

Executive shall provide written notice of termination to the Company as specified above. If the Executive terminates employment under this Section, the Company shall provide written notice to Executive within thirty (30) days after the Notice Date stating whether or not the Company will enforce the Non-Compete against the Executive at all, and if so, whether the Company is electing either a twelve (12) month or a twenty-four (24) month period.

Company may, in its sole discretion, elect to enforce either a twelve (12) month or twenty-four (24) month Non-Compete against the Executive, if it pays the following consideration to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Amendment during the elected period of twelve (12) or twenty-four (24) months after the Termination Date:

If Company elects to enforce a twelve (12) month Non-Compete, twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

ii.

If Company elects to enforce a twenty-four (24) month Non-Compete, twenty-four (24) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date.

iii.

iv.

Form of Amendment to Employment Agreement

been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or executives under the applicable short term incentive program.

If Company elects to enforce the Non-Compete, regardless of the period of time, at Executive’s request, the Company shall either purchase extended medical insurance coverage under COBRA or otherwise pay the premiums for medical insurance coverage comparable to the Executive’s coverage immediately prior to the Termination Date, for the shorter period of twelve (12) months following the Termination Date or the date Executive is eligible to receive medical insurance from another employer or medical insurance plan.

vi.

For the sake of clarity, if the Company does not elect to enforce a Non-compete, no payments contemplated under this Section VII.c shall be paid to Executive.

Regardless of whether Company elects to enforce any Non-Compete, all of Executive’s pre- and post-employment obligations to maintain the confidentiality of information and to assign intellectual property rights to the Company for the periods of time specified by the Agreement, or any other written agreement between the parties, shall remain in full force and effect after the Termination Date. In addition, the Executive agrees to comply with the Non-Solicit and Non-Divert requirements of this Amendment for a minimum period of twelve (12) months after the Termination Date which period will increase to twenty-four (24) months if the Company elects to enforce a twenty-four (24) month Non-Compete. If the Company elects to enforce the Non-Compete against the Executive in accordance with this section and pays the amounts specified, the Executive agrees to comply with the Non-Compete from the Termination Date through the same period of time elected by the Company.

5. Section 409A Payment and Ordering Rules. The Company and the Executive intend that payments or benefits payable under this Amendment shall not be subject to the accelerated or additional tax or interest imposed pursuant to Code Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with this intent. Payments under Section 4, above, are intended to qualify to the maximum extent possible as “short-term deferrals” to which Code Section 409A does not apply, pursuant to Treasury Regulation Section 1.409A-1(b)(4). Any payments that do not so qualify are intended to be excluded from the application of Code Section 409A pursuant Treasury Regulation Section 1.409A-l(b)(9)(iii) (which excludes from the application of Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to Section 4 are made upon an “involuntary separation from service” but exceed the amount excludible from the application of Code Section 409A set forth in Treasury Regulation Section 1.409A-l(b)(9)(iii), the exclusion will first be applied to any continued health and welfare benefits payable under Section 4 (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Employee’s “separation from service,” as defined for purposes of Code Section 409A (the “ Delayed Payment Date ”)) and thereafter to the cash payments that are payable closest in time to the Termination Date, until the amount excludible has been applied in full. Any payments under Section 4 that are not excluded from the application of Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the Company and paid to Executive on the Delayed Payment Date or as soon thereafter as is administratively feasible. For purposes of this paragraph, the right to any payment to be made in a series of installment payments shall be treated as the right to a series of separate payments pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii). Nothing in this paragraph shall prohibit the Company and Executive from making use of any other exclusion from the application of Code Section 409A that may be applicable to a payment or benefit hereunder.

Form of Amendment to Employment Agreement

6. Shares Withheld for Taxes. In the event that restricted stock awards vest or performance share units become payable to the Executive in accordance with this Amendment, the Executive may elect that shares be withheld by the Company for the satisfaction of any foreign, federal, state or local income and employment tax withholding obligations, in accordance with the provisions of the equity plan under which the shares were issued.

7. Business Relationships and Goodwill . The parties hereto agree that in the course of the Executive’s employment with the Company, the Executive has provided services to the Company that have been unique and has been and will continue to be entrusted with the confidential information of the Company and Related Persons, and will also develop personal relationships with, and knowledge of, the Company’s customers and prospective customers and their affairs and requirements. Executive acknowledges and agrees that there is a risk and opportunity for any person given such responsibility, specialized training, and confidential information to misappropriate the trade secrets, relationships, business and goodwill existing between the Company and the Company’s current and prospective customers, members, stockholders, vendors and investors. Executive therefore acknowledges and agrees as follows:

It is fair and reasonable for the Company to take steps to protect itself from the risk of misappropriation of confidential information and goodwill.

Company’s interest in restraining Executive from competing with the Company or harming Company’s competitive advantage in accordance with this Amendment is justified.

The consideration to be paid by Company in accordance with this Amendment is sufficient and adequate and Executive will not challenge the enforceability or scope, and agrees to abide by the Non-Complete, Non-Solicit and Non-Divert covenants as specified herein.

Executive will notify all future Persons with which Executive becomes affiliated or employed of the restrictions set forth in this Amendment, the Agreement and any other agreement between the parties with regard to the protection of Company confidential information, prior to the commencement of any such affiliation or employment and consents to the Company providing such notice as well.

8. Breach of Obligations . If the Company breaches Section 4 of this Amendment or otherwise fails to make the required payments to Executive and fails to cure such breach within ten days after written notice from Executive, the Non-Compete, Non-Solicit and Non-Divert shall terminate immediately. If the Executive breaches any of the provisions of this Amendment, or the Agreement, or any other agreement between the parties with regard to the confidentiality of information, the Executive’s rights to any further consideration or payments under this Amendment shall terminate as of the date of any such breach.

Form of Amendment to Employment Agreement

9. Severability and Reformation . If any one or more of the terms, provisions, covenants or restrictions of this Amendment shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Amendment shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10. Cooperation . Executive agrees that, following termination of employment for any reason, the Executive shall reasonably assist and cooperate with Company with regard to any matter or project in which the Executive was involved during the Executive’s employment with the Company, including but not limited to any litigation that may be pending or arise after such termination of employment. Further, the Executive agrees to notify Company at the earliest opportunity of any contact that is made by any third parties concerning any such matter or project. Company shall not unreasonably request such cooperation of Executive and shall compensate Executive for Executive’s time or expenses associated with such cooperation and assistance.

11. Remedies . Executive acknowledges and agrees that any breach or threatened breach by Executive of any of the provisions of this Amendment, the Agreement or any other agreement between the parties with regard to the confidentiality of information would result in irreparable harm to Company for which monetary damages would be inadequate or difficult or impossible to ascertain. Accordingly, and notwithstanding anything to the contrary herein, in addition to any other remedies available to the Company at law or in equity, the Company shall be entitled, at any time, to injunctive relief in any court of competent jurisdiction to prevent or stop any such breach, threatened breach or continuing breach by Executive. In the event of any such action, the prevailing party (as determined by the court in such proceeding) shall be entitled to recover all reasonable costs and expenses incurred by such party in connection therewith, including reasonable attorneys’ fees and costs. Executive agrees that the duration of any confidentiality, Non-Compete, Non-Solicit and Non-Divert obligations shall be extended by the period of time in which the Executive is in breach of those obligations.

12. Nonexclusivity of Rights . Unless otherwise required by law, nothing in this Amendment shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by Company for which the Executive may qualify. Vested benefits and other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, Company on or after the Termination Date shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as modified by this Amendment. Notwithstanding the foregoing, if Executive is terminated for Cause, after the Termination Date, Executive shall no longer be entitled to receive any amounts under any plan, policy, practice or program of, or any contract or agreement with, the Company, except for any vested benefits or as otherwise required by this Amendment or by law. Except as provided in this Amendment, the Employee waives all of the Employee’s rights to receive severance payments and benefits under any severance plan, policy or practice of Company or any entity merged with or into Company (or any part thereof) or that acquires Company or all or substantially all of its assets. Unless prohibited by law, nothing herein shall be construed to preclude the Company from seeking to recover from Employee compensation or benefits paid to Employee that Employee was not eligible or otherwise entitled to receive. Notwithstanding any other provisions in this Amendment to the contrary, any compensation paid to the Executive pursuant to this Amendment or any other agreement or arrangement with the Company that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as are required to be made pursuant to such law, government regulation or stock exchange listing requirement.

Form of Amendment to Employment Agreement

13. Counterparts . This Amendment may be executed in any number of counterparts, and any such counterpart may be transmitted electronically or by facsimile transmission, and each of such counterparts, whether an original, an electronic copy, or facsimile of an original, shall be deemed to be an original and all of such counterparts together shall constitute a single agreement.

14. Entire Agreement . The Agreement as amended by this Amendment is hereby ratified and affirmed and shall continue in full force and effect. To the extent the terms of the Agreement and this Amendment differ from or are inconsistent with those in any Executive Compensation Plan, long term or short term compensation or incentive plan, any equity incentive program, any restricted stock award agreement, or performance share unit award agreement which was approved by the Board or entered into between the Executive and the Company (or its predecessors in interest) prior to the Effective Date of this Amendment, the terms of the Agreement and this Amendment shall control. To the extent the terms of the Agreement and this Amendment differ from or are inconsistent with each other, the terms of this Amendment shall control.

15. Golden Parachute Cutback . It is the intention of the parties that the Executive receive the maximum after-tax amount of any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its Related Persons) or any entity which effectuates a Change in Control (or any of its Related Persons) to or for the benefit of Executive (whether pursuant to the terms of this Amendment or otherwise) (a “Change in Control Payment”). Therefore, notwithstanding anything in this Amendment to the contrary, if (i) any Change in Control Payment would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of such Change in Control Payment to an amount which, when taking into account the payment of any Excise Tax owed, would provide the Executive with a greater after-tax amount than if such Change in Control Payment were not reduced (including reducing the amount to the maximum amount that does not give rise to the Excise Tax (the “Safe Harbor Cap”)) then the amounts payable to Executive under this Amendment shall be reduced (but not below zero) to that amount which allows the Executive to receive the maximum after-tax amount. In determining such after tax amount, the Company shall be entitled to rely on such information as the Executive provides relating to the Executive’s individual tax circumstances. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first severance payments, then any bonus and then any benefits, as applicable.

Form of Amendment to Employment Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.


				COMPANY:

				Advanced Emissions Solutions, Inc.

				By:
						Michael D. Durham, President and Chief
						Executive Officer

Form of Amendment to Employment Agreement

Exhibit 99.1

Advanced Emissions Solutions, Inc.

NASDAQ: ADES

FOR IMMEDIATE RELEASE

ADVANCED EMISSIONS SOLUTIONS APPOINTS L. HEATH SAMPSON AS

CHIEF FINANCIAL OFFICER

Mark McKinnies announces retirement

HIGHLANDS RANCH, Colorado, September 2, 2014 – Advanced Emissions Solutions, Inc. (NASDAQ:ADES) (the “Company”) today announced that the Company has appointed Heath Sampson as Chief Financial Officer, following the retirement of Mark McKinnies, who has served as Chief Financial Officer since 2000.

Heath Sampson was previously CFO at Square Two Financial, a private equity owned financial services firm with more than $300 million in annual revenues and more than $250 million in SEC registered debt instruments. Previously he was the CFO of First Data Financial Services, Vice President of Risk, Control and Audit at First Data Corporation, and a Senior Manager at Arthur Andersen. Through his career he demonstrated leadership in building and improving SEC Reporting, Tax, Treasury, Analytics and regulatory compliance as the companies went through periods of rapid growth. He received his Bachelors of Business Administration in Accounting and a Masters of Accountancy from the University of Denver, is a CPA and a member of the Colorado AICPA, and is Six Sigma Greenbelt-Black Belt Trained.

Dr. Michael D. Durham, Company President and CEO said, “We are excited to add Heath to our executive team. He brings extensive experience and a demonstrated track record in helping to build companies and we look forward to him playing a key role in the Company’s future growth.”

Dr. Durham continued “We would also like to acknowledge Mark McKinnies for all of his contributions to the Company. Mark has been an invaluable partner over the past 17 years, from spinning the Company out of Earth Sciences in 2003- with an initial market valuation of less than $10 million- through the challenges of regulatory delays and other set-backs, to developing multiple business lines that built the Company to its current market valuation in excess of $400 million today. We wish him well in his retirement.”

About Advanced Emissions Solutions, Inc.

Advanced Emissions Solutions, Inc. (NASDAQ:ADES) serves as the holding entity for a family of companies that provide emissions solutions to customers in the power generation and other industries.


		ADA-ES, Inc. (“ADA”) supplies Activated Carbon Injection (“ACI”) systems for mercury control, Dry Sorbent Injection (“DSI”) systems for acid gases, and technology services and other offerings in support of our customers’ emissions compliance strategies. ADA’s M-Prove ^TM technology, which reduces emissions of mercury and other metals from PRB coal, is applied directly to coal at power plants, or offered through a licensing agreement with Arch Coal for application at their mines. In addition, we are developing technologies to advance cleaner energy, including CO2 emissions control technologies through projects funded by the U.S. Department of Energy (“DOE”) and industry participants.



		Clean Coal Solutions, LLC (“CCS”), is a 42.5% owned joint venture by ADA that provides ADA’s patented Refined Coal (“RC”) CyClean™ technology to enhance combustion of and reduce emissions of NOx and mercury from coals in cyclone boilers and ADA’s patent pending M-45™ and M-45-PC™ technologies for Circulating Fluidized boilers and Pulverized Coal boilers respectively.

		BCSI, LLC is a custom designer and fabricator of engineered emissions control technologies, bulk material handling equipment, bulk storage systems, water/waste water treatment equipment, and custom components. BCSI supplies Dry Sorbent Injection (“DSI”) systems for acid gas control using its technologically advanced cool, dry conditioned conveying air systems. BCSI’s technical solutions serve a wide range of industrial clients including; coal fired utilities, water treatment, wastewater, cement kilns, food processing and industrial boilers. BCSI employs engineers and trade professionals at a 190,000+sq. ft. fabrication and office facility located in McKeesport, PA.

This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding our future growth and the ability of our technologies to advance cleaner energy and related matters. These statements are based on current expectations, estimates, projections, beliefs and assumptions of our management. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to, changes in laws, regulations, accounting rules and their impact, economic conditions and market demand; inability to commercialize our technologies on favorable terms; technical, start-up and operational difficulties; availability of raw materials and equipment; loss of key personnel; and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (SEC). You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Graham Mattison

Vice President, Investor Relations

(720) 889-6206

graham.mattison@adaes.com