ANNEX A
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), desires to establish an employee stock purchase plan to provide employees of the Company and Employees of Subsidiaries designated by the Company with an opportunity to purchase shares of common stock of the Company through Offerings of Options at a discount so as to further incentivize them to work for the continued success of the Company and its Subsidiaries;
NOW THEREFORE, the Company hereby establishes the Atlas Energy Solutions Inc. Employee Stock Purchase Plan (the “Plan”), effective as of the date of approval by the shareholders of the Company at the annual meeting of the stockholders to be held in 2026, as follows:
Section 1. Purpose, Share Commitment and Intent.
(a) Purpose. The purpose of the Plan is to provide Employees of the Company and its Subsidiaries that are selected by the Company to participate in the Plan an opportunity to purchase Shares through periodic Offerings of Options to purchase Shares at a discount and strengthen the commitment of Employees to the Company and Subsidiaries, motivate Employees to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons.
(b) Share Commitment. The aggregate number of Shares authorized to be sold pursuant to Options granted under the Plan is 6,000,000, subject to adjustment as provided in Section 4(g). In computing the number of Shares available for grant, any Shares relating to Options which are granted, but which subsequently lapse, are cancelled or are otherwise not exercised by the final date for exercise, shall be available for future grants of Options.
(c) Intent. It is the intention of the Company to have the Plan qualify as an “employee share purchase plan” under Section 423 of the Code. Therefore, the provisions of the Plan are to be construed in a manner that is consistent with the requirements of Section 423 of the Code.
Section 2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Account” means the bookkeeping account maintained by the Administrative Committee that reflects the amount of payroll deductions credited on behalf of a Participant under the Plan.
(b) “Administrative Committee” means committee appointed to administer the Plan, which shall be the Committee or another committee consisting of not less than two directors of the Company appointed by the Board, each of whom shall qualify as non-employee directors within the meaning of Securities and Exchange Commission Regulation Section 240.16b-3, and in the absence of such committee, the Board.
(c) “Authorized Leave of Absence” means a bona fide leave of absence from service with the Company or a Subsidiary if the period of the leave does not exceed 90 days, or, if longer, so long as the individual’s right to reemployment with the Company or a Subsidiary is guaranteed either by statute or contract.
(d) “Base Compensation” means base salary and overtime, excluding payments for shift differentials, incentive compensation, bonuses, and other special payments, fees, allowances or extraordinary compensation.
(e) “Beneficiary” means the person who is entitled to receive amounts under the Plan upon the death of a Participant as determined under Section 11(m).
(f) “Board” means the board of directors of the Company.
(g) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.
(h) “Committee” means the Compensation Committee of the Board.
(i) “Company” means Atlas Energy Solutions Inc., a Delaware corporation.
(j) “Corporation” has the meaning prescribed by Section 7701(a)(3) of the Code and Treasury Regulation Section 301.7701-2(b). For example, the term Corporation includes a foreign corporation (as defined in Section 7701(a)(5) of the Code) and a limited liability company that is treated as a corporation for all United States Federal income tax purposes.
