ARQ 8-K
Arq, Inc. (ARQ)
8-K
2026-07-23
For: 2026-07-17
View Original
Added on
July 23, 2026
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): July 17, 2026
(Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (720 ) 598-3500
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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On July 23, 2026, Arq, Inc. (the “Company”) and Robert Rasmus, President, Chief Executive Officer, and director of the Company, entered into an amendment (the “Amendment”) to Mr. Rasmus’s Employment Agreement, dated July 17, 2023 (as amended, the “Employment Agreement”). The Amendment establishes a term for Mr. Rasmus's employment, which shall expire on July 23, 2029, subject to earlier termination or resignation. The Amendment further provides that, as of the Amendment Effective Date (as defined in the Amendment), Mr. Rasmus's annual salary shall be set at $50,000 and Mr. Rasmus will no longer be eligible to receive an annual bonus or participate in the Company’s long-term incentive compensation plan. In addition, the Amendment also provides for reimbursement of certain business expenses.
In connection with entry into the Amendment, the Compensation Committee of the Board of Directors of the Company authorized the grant of 600,000 time-based restricted stock units (the “Time-Based RSUs”) and 600,000 performance-based restricted stock units (the "Performance-Based RSUs"), each under the Company’s 2026 Omnibus Incentive Plan (the “2026 Plan”) to Mr. Rasmus. Pursuant to the terms of the Time-Based RSUs, 300,000 of the Time-Based RSUs will vest on the second anniversary of the grant date, and the remainder will vest upon the third anniversary of the grant date. The Time-Based RSUs also accelerate in the event a Change in Control (as defined in the 2026 Plan) occurs or if Mr. Rasmus’s employment is terminated by the Company without Cause (as defined in the Employment Agreement), by Mr. Rasmus for Good Reason (as defined in the Employment Agreement), or as a result of his death or disability.
Pursuant to the terms of the Performance-Based RSUs, 200,000 of the Performance-Based RSUs will vest when the volume weighted average price of the Company’s common stock over a 30-day period (the “30-Day VWAP”) equals $3.00 per share, 200,000 will vest when the 30-Day VWAP equals $6.00 per share, and 200,000 will vest when the 30-Day VWAP equals $9.00 per share, in each case, prior to the third anniversary of the grant date. If any of the 30-Day VWAP thresholds are achieved prior to the first anniversary of the grant date, then the Performance-Based RSUs that have become earned upon achievement of such threshold will not vest until the first anniversary of the grant date. The Performance-Based RSUs are also subject to certain dilution adjustments and accelerate in the event a Change in Control (as defined in the 2026 Plan) occurs or if Mr. Rasmus’s employment is terminated by the Company without Cause (as defined in the Employment Agreement), by Mr. Rasmus for Good Reason (as defined in the Employment Agreement), or as a result of his death or disability.
Additionally, on July 17, 2026, the Company and Mr. Rasmus amended the inducement restricted stock unit award agreement (the "Inducement RSU Award Amendment") pertaining to 400,000 inducement restricted stock units (the “Inducement RSUs”) originally granted to Mr. Rasmus in connection with his hire on July 17, 2023. Pursuant to the terms of the Inducement RSU Award Amendment, the performance period over which Mr. Rasmus may earn the Inducement RSUs was extended from July 17, 2026 to July 17, 2029.
The foregoing descriptions of the Amendment, the Time-Based RSU Award, the Performance-Based RSU Award, and the Inducement RSU Award Amendment are qualified in their entirety by reference to the full text of the Amendment, the Time-Based RSU Award, the Performance-Based RSU Award, and the Inducement RSU Award Amendment, each attached hereto as Exhibit 10.1, 10.2, 10.3, and 10.4 respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Notes:
* – Management contract or compensatory plan or arrangement.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 23, 2026
| Arq, Inc. | |||||
| Registrant | |||||
| /s/ Robert Rasmus | |||||
| Robert Rasmus | |||||
| Chief Executive Officer | |||||
2
EXHIBIT 10.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (this “Amendment”) to the Employment Agreement by and between Robert E. Rasmus (“Executive”) and Arq, Inc. (f/k/a Advanced Emissions Solutions, Inc.) (the “Company”) dated July 17, 2023 (the “Employment Agreement”) is hereby entered into between Executive and the Company effective as of July 23, 2026 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.
WHEREAS, the Company and Executive desire to amend the Employment Agreement to modify the compensation terms set forth therein.
NOW, THEREFORE, in consideration of the foregoing, effective as of the Amendment Effective Date, the Employment Agreement is hereby amended as follows:
1.Section 2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“2. Employment; Employment Term. Executive’s employment under the Agreement commenced on July 17, 2023 (the “Start Date”). Effective as of the Amendment Effective Date, the Company hereby continues to employ Executive, and Executive hereby accepts such continued employment, upon the terms and conditions set forth herein, for a term commencing as of the Amendment Effective Date and ending on the third anniversary of the Amendment Effective Date, unless earlier terminated as provided for in Section 13 (the “Employment Term”).”
2.Section 5(b) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“(b) Base Salary. During the Employment Term, the Company shall pay Executive on the Company’s normal payroll schedule, as in effect from time to time, at a rate that equates to an annual salary of fifty thousand dollars ($50,000). For the avoidance of doubt, effective as of the Amendment Effective Date, Executive shall no longer be eligible for an annual bonus or annual long-term incentive compensation.”
3.A new Section 5(c) of the Employment Agreement is hereby added to read as follows:
“(c) During the Employment Term, the Company shall reimburse Executive for all reasonable and documented out-of-pocket travel, lodging, meal, ground transportation and other related expenses incurred by Executive in connection with Executive’s travel from his principal place of business to the Company’s other locations (including to the Company’s offices in Denver, Colorado), including airfare or other transportation expenses, subject to the Company’s expense reimbursement policies as in effect from time to time, which reimbursements shall be made no later than the last day of Executive’s taxable year following the taxable year in which the applicable expense was incurred. For
1
the avoidance of doubt, Executive shall not be required to relocate Executive’s primary residence or principal place of business to Denver, Colorado.
4.Section 6(f) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“(f) “Good Reason” shall mean the occurrence of any of the following without Executive’s written consent: (i) any reduction of Executive’s base salary, (ii) a material breach by the Company or any affiliate of the Company of its obligations under this Agreement or any other material agreement with Executive, (iii) any requirement by the Company that Executive relocate his primary residence, or (iv) a material diminution of Executive’s title, authority or responsibilities as Chief Executive Officer or Executive’s failing to report directly to the Board; provided, however, that in order for any such event or occurrence to constitute “Good Reason” hereunder (1) Executive must provide the Board with reasonably detailed written notice of such event or occurrence within 30 days of the initial occurrence thereof, (2) the Company shall have 15 days following receipt of such notice to cure the same, and (3) if uncured following such 15-day period, such conduct or circumstances shall constitute “Good Reason” for purposes hereof.”
5.Section 13(b)(ii) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
“(ii) In the event Executive’s employment is terminated by the Company other than for Cause or in the event Executive resigns his employment with the Company for Good Reason, in each case, during the Employment Term, the Company shall pay to Executive as severance (the “Severance Pay”) an amount equal to Executive’s annual base salary as in effect at the time of such termination of employment.”
6.Notwithstanding Section 20 of the Employment Agreement, in connection with the negotiation and execution of this Amendment and the treatment of existing and grant of new incentive equity in the Company, promptly following receipt of copies of invoices therefor, the Company shall pay or reimburse Executive for up to $20,000 in legal fees and expenses relating thereto.
7.Except as expressly amended hereby, the Employment Agreement shall remain in full force and effect.
8.This Amendment will be interpreted under and enforced in accordance with the laws of the State of Colorado.
9.This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart.
2
IN WITNESS WHEREOF, each of the parties has executed this Amendment, effective as of the Amendment Effective Date.
ARQ, INC. | ||||||||
By: | /s/ Richard Campbell-Breeden | |||||||
| Name: | Richard Campbell-Breeden | |||||||
Title: | Chairman | |||||||
EXECUTIVE | ||||||||
| /s/ Robert E. Rasmus | ||||||||
Robert E. Rasmus | ||||||||
3
EXHIBIT 10.2
ARQ, INC.
2026 OMNIBUS INCENTIVE PLAN
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
FOR GOOD AND VALUABLE CONSIDERATION, Arq, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached hereto as Exhibit A. This Award is granted pursuant to the plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
Name of Participant: | Robert E. Rasmus | ||||
Grant Date: | July 23, 2026 | ||||
Number of RSUs: | 600,000 | ||||
Vesting Schedule: | Subject to the Plan and the Standard Terms and Conditions, the RSUs shall vest in accordance with the following schedule, so long as Participant remains continuously employed by the Company or its Subsidiaries from the Grant Date through such vesting date: (i) 300,000 RSUs shall vest on the second anniversary of the Grant Date and (ii) 300,000 RSUs shall vest on the third anniversary of the Grant Date; provided, however, that: (a) in the event of a Change in Control, subject to Participant’s continuous by the Company or its Subsidiaries from the Grant Date through such Change in Control, any then unvested RSUs shall fully vest; and (b) if the Participant’s employment with the Company is terminated by the Company without Cause, by the Participant for Good Reason or due to the Participant’s death or Disability (each capitalized term as defined in that certain Employment Agreement between the Company and Participant dated July 17, 2023, as amended on July 23, 2026 (the “Employment Agreement”), any then unvested RSUs shall fully vest as of the date of such termination of employment. | ||||
By accepting this Grant Notice, Participant acknowledges that Participant has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, and the Standard Terms and Conditions.
| ARQ, INC. | ||||||||
| By: | /s/ Richard Campbell-Breeden | |||||||
| Name: | Richard Campbell-Breeden | |||||||
| Title: | Chairman | |||||||
| PARTICIPANT | |||||
| /s/ Robert E. Rasmus | |||||
| Robert E. Rasmus | |||||
SIGNATURE PAGE TO
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
EXHIBIT A
ARQ, INC. 2026 OMNIBUS INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to the Award of Restricted Stock Units granted pursuant to the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”), which are evidenced by the Grant Notice to which these Standard Terms and Conditions are attached (the “Grant Notice”). The Award shall be subject to the terms of the Plan as if granted thereunder, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan or the Grant Notice, as applicable.
1.TERMS OF RESTRICTED STOCK UNITS
The Company has granted to the Participant the RSUs specified in the Grant Notice, with each RSU representing the right to receive one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.
2.VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS
(a)The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested RSUs.”
(b)As soon as administratively practicable following the vesting of the RSUs pursuant to the Grant Notice, but in no event later than 30 days after each vesting date, the Company shall deliver to the Participant a number of shares of Common Stock equal to the number of RSUs that vested on such date.
(c)Upon Participant’s termination of employment for any reason not set forth in the Grant Notice, any then Unvested RSUs held by the Participant shall be forfeited and canceled as of the date of such termination of employment.
3.RIGHTS AS STOCKHOLDER
Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs unless and until shares of Common Stock settled for such RSUs shall
EXHIBIT A
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
have been issued by the Company to Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
4.RESTRICTIONS ON SHARE TRANSFERABILITY
The Committee may impose such restrictions on any shares of Common Stock acquired on settlement of Vested RSUs as may be required under Applicable Laws, under the requirements of any stock exchange or market upon which the Common Stock is then listed and/or traded, under any Company policy applicable to Company executives and directors, and under any blue sky or state securities laws applicable to the shares of Common Stock.
5.INCOME TAXES
The Company shall satisfy the Participant’s tax withholding obligations, calculated at the applicable minimum statutory rate, arising in connection with the vesting and/or settlement of the RSUs by withholding shares of Common Stock that would otherwise be available for delivery. Alternatively, the Company, in its discretion, may allow the Participant to satisfy the Participant’s tax withholding obligations by payment to the Company in cash or by certified check, bank draft, wire transfer, postal or express money order, or by withholding amounts due from other wages. The Committee, in consideration of applicable accounting standards, may allow the Participant to elect, or otherwise direct as a general rule, to have the Company withhold Common Stock for taxes at an amount greater than the applicable minimum statutory amount.
6.NONTRANSFERABILITY OF AWARD
Except as permitted by the Committee or as permitted under Section 14 of the Plan, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Award, other than by will or the laws of descent and distribution. The Company may cancel the RSUs if the Participant attempts to assign or transfer it in a manner inconsistent with this Section 6.
7.OTHER AGREEMENTS SUPERSEDED
The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.
8.LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock except as to such shares of Common Stock, if any, as shall have been issued to such person in connection with the Award. Nothing in the Grant Notice or these Standard Terms and Conditions shall confer upon the Participant any right to continue in
A-2
the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.
9.GENERAL
(a)In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(b)The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan or these Standard Terms and Conditions.
(c)These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
(d)To the extent not preempted by federal law, these Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Standard Terms and Conditions to the substantive law of another jurisdiction. Notwithstanding anything in the Plan or herein, the Award, the Grant Notice and these Standard Terms and Conditions shall be subject to the arbitration provisions set forth in the Employment Agreement.
(e)In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control.
(f)All questions arising under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.
A-3
(g)Notwithstanding Section 24 of the Plan, the Award shall be subject to the clawback provisions set forth in the Employment Agreement.
10.ELECTRONIC DELIVERY
By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the RSUs and the Common Stock via Company web site or other electronic delivery.
A-4
EXHIBIT 10.3
ARQ, INC.
2026 OMNIBUS INCENTIVE PLAN
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
FOR GOOD AND VALUABLE CONSIDERATION, Arq, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached hereto as Exhibit A. This Award is granted pursuant to the plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.
Name of Participant: | Robert E. Rasmus | ||||
Grant Date: | July 23, 2026 | ||||
Number of RSUs: | 600,000 | ||||
Expiration Date: | Third anniversary of the Grant Date | ||||
Vesting Schedule: | Subject to the Plan and the Standard Terms and Conditions, the RSUs shall vest in accordance with the following schedule, so long as Participant remains continuously employed by the Company or its Subsidiaries from the Grant Date through such vesting date: (i) 200,000 RSUs shall vest when the volume-weighted average price (“VWAP”) per share of the Common Stock over any 30-day period equal $3.00 per share (“Tranche 1 RSUs”), (ii) 200,000 RSUs shall vest when the VWAP per share of the Common Stock over any 30-day period equals $6.00 per share (“Tranche 2 RSUs”), and (iii) 200,000 RSUs shall vest when the VWAP per share of the Common Stock over any 30-day period equals $9.00 per share (“Tranche 3 RSUs”); provided, however, that to the extent the applicable 30-day VWAP threshold is achieved prior to the first anniversary of the Grant Date, the RSUs that have become earned upon achievement of such threshold shall not vest until the first anniversary of the Grant Date, subject to Participant’s continuous employment by the Company or its Subsidiaries through such date; provided, further, however, that: (a) in the event of a Change in Control on or prior to the Expiration Date, subject to Participant’s continuous by the Company or its Subsidiaries from the Grant Date through such Change in Control, any then unvested RSUs shall fully vest; and (b) if the Participant’s employment with the Company is terminated by the Company without Cause, by the Participant for Good Reason or due to the Participant’s death or Disability (each capitalized term as defined in that certain Employment Agreement between the Company and Participant dated July 17, 2023, as amended on July 23, 2026 (the “Employment Agreement”), in each case, on or prior to the Expiration Date, any then unvested RSUs shall fully vest as of the date of such termination of employment. Notwithstanding the foregoing, any RSUs that have not vested on or prior to the Expiration Date shall be automatically forfeited immediately following the Expiration Date. | ||||
Stock Price Target Adjustment: | If between the Grant Date and the third anniversary of the Grant Date (the “Target Period”), the Company issues Common Stock representing on a cumulative basis more than 5% of the Fully-Diluted Common Stock (as defined below) that is outstanding as of the Grant Date, excluding (i) issuances pursuant to equity-based compensation arrangements, (ii) issuances of warrants in connection with a debt refinancing transaction, and (iii) issuances to executive officers and directors of the Company, then each stock price target set forth under “Vesting Schedule” above shall be reduced by the same cumulative percentage of the Fully-Diluted Common Stock that is issued during the Target Period. For example, if during the Target Period, the Company has three issuances of Common Stock (none of which are in the excluded categories) representing 10%, 4%, and 16% of the Fully-Diluted Common Stock outstanding as of the Grant Date, respectively, then each stock price target shall be reduced by a total of 30%. As used herein, “Fully-Diluted Common Stock” means (a) the shares of Common Stock outstanding, (b) the shares of Common Stock underlying the shares of preferred stock, par value $0.001 per share, of the Company, and (c) the shares of Common Stock underlying all outstanding stock options, restricted stock units, performance share units and other convertible equity or equity-based securities (on an as converted basis). | ||||
By accepting this Grant Notice, Participant acknowledges that Participant has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, and the Standard Terms and Conditions.
| ARQ, INC. | ||||||||
| By: | /s/ Richard Campbell-Breeden | |||||||
| Name: | Richard Campbell-Breeden | |||||||
| Title: | Chairman | |||||||
| PARTICIPANT | |||||
| /s/ Robert E. Rasmus | |||||
| Robert E. Rasmus | |||||
SIGNATURE PAGE TO
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
EXHIBIT A
ARQ, INC. 2026 OMNIBUS INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS FOR RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to the Award of Restricted Stock Units granted pursuant to the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”), which are evidenced by the Grant Notice to which these Standard Terms and Conditions are attached (the “Grant Notice”). The Award shall be subject to the terms of the Plan as if granted thereunder, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan or the Grant Notice, as applicable.
1.TERMS OF RESTRICTED STOCK UNITS
The Company has granted to the Participant the RSUs specified in the Grant Notice, with each RSU representing the right to receive one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.
2.VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS
(a)The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested RSUs.”
(b)As soon as administratively practicable following the vesting of the RSUs pursuant to the Grant Notice, but in no event later than 30 days after each vesting date, the Company shall deliver to the Participant a number of shares of Common Stock equal to the number of RSUs that vested on such date.
(c)Upon Participant’s termination of employment for any reason not set forth in the Grant Notice, any then Unvested RSUs held by the Participant shall be forfeited and canceled as of the date of such termination of employment.
3.RIGHTS AS STOCKHOLDER
Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs unless and until shares of Common Stock settled for such RSUs shall
EXHIBIT A
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
have been issued by the Company to Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
4.RESTRICTIONS ON SHARE TRANSFERABILITY
The Committee may impose such restrictions on any shares of Common Stock acquired on settlement of Vested RSUs as may be required under Applicable Laws, under the requirements of any stock exchange or market upon which the Common Stock is then listed and/or traded, under any Company policy applicable to Company executives and directors, and under any blue sky or state securities laws applicable to the shares of Common Stock.
5.INCOME TAXES
The Company shall satisfy the Participant’s tax withholding obligations, calculated at the applicable minimum statutory rate, arising in connection with the vesting and/or settlement of the RSUs by withholding shares of Common Stock that would otherwise be available for delivery. Alternatively, the Company, in its discretion, may allow the Participant to satisfy the Participant’s tax withholding obligations by payment to the Company in cash or by certified check, bank draft, wire transfer, postal or express money order, or by withholding amounts due from other wages. The Committee, in consideration of applicable accounting standards, may allow the Participant to elect, or otherwise direct as a general rule, to have the Company withhold Common Stock for taxes at an amount greater than the applicable minimum statutory amount.
6.NONTRANSFERABILITY OF AWARD
Except as permitted by the Committee or as permitted under Section 14 of the Plan, the Participant may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Award, other than by will or the laws of descent and distribution. The Company may cancel the RSUs if the Participant attempts to assign or transfer it in a manner inconsistent with this Section 6.
7.OTHER AGREEMENTS SUPERSEDED
The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.
8.LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock except as to such shares of Common Stock, if any, as shall have been issued to such person in connection with the Award. Nothing in the Grant Notice or these Standard Terms and Conditions shall confer upon the Participant any right to continue in
A-2
the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.
9.GENERAL
(a)In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(b)The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan or these Standard Terms and Conditions.
(c)These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
(d)To the extent not preempted by federal law, these Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Standard Terms and Conditions to the substantive law of another jurisdiction. Notwithstanding anything in the Plan or herein, the Award, the Grant Notice and these Standard Terms and Conditions shall be subject to the arbitration provisions set forth in the Employment Agreement.
(e)In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control.
(f)All questions arising under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.
A-3
(g)Notwithstanding Section 24 of the Plan, the Award shall be subject to the clawback provisions set forth in the Employment Agreement.
10.ELECTRONIC DELIVERY
By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the RSUs and the Common Stock via Company web site or other electronic delivery.
A-4
EXHIBIT 10.4
ARQ, INC. INDUCEMENT AWARD
AMENDMENT TO
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
AND
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
This Amendment (this “Amendment”) to the Grant Notice for Restricted Stock Unit Award by and between Robert E. Rasmus (the “Participant”) and Arq, Inc. (f/k/a Advanced Emissions Solutions, Inc.) (the “Company”) dated July 17, 2023 (the “Grant Notice”) and the Standard Terms and Conditions attached to the Grant Notice as Exhibit A (the “Terms and Conditions”) is hereby entered into between the Participant and the Company effective as of July 17, 2026 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Grant Notice or the Terms and Conditions, as applicable.
WHEREAS, the Company and the Participant desire to amend the Grant Notice and the Terms and Conditions to amend the vesting schedule therein.
NOW, THEREFORE, in consideration of the foregoing, effective as of the Amendment Effective Date, the Grant Notice and the Terms and Conditions are hereby amended as follows:
1.The “Vesting Schedule” set forth on the Grant Notice is hereby amended and restated in its entirety to read as follows:
Vesting Schedule: | Subject to the Plan and the Standard Terms and Conditions, the RSUs shall vest in accordance with the following schedule, so long as Participant remains continuously employed by the Company or its Subsidiaries from the Grant Date through such vesting date: (i) 250,000 RSUs shall vest when the volume-weighted average price (“VWAP”) per share of the Common Stock over any 30-day period equal $10.00 per share (“Tranche 1 RSUs”) and (ii) 150,000 RSUs shall vest when the VWAP per share of the Common Stock over any 30-day period equals $15.00 per share (“Tranche 2 RSUs”); provided, however, that in the event of a Change in Control on or prior to the sixth anniversary of the Start Date (as defined in that certain Employment Agreement between the Company and Participant dated July 17, 2023, as amended on July 23, 2026 (the “Employment Agreement”)) in which the Company’s stockholders receive value per share of $3.00 or greater, (a) between 30% and 100% of the Tranche 1 RSUs will vest based on the value per share received by the Company’s stockholders in such Change in Control where $3.00 results in 30% of the Tranche 1 RSUs vesting and $10.00 results in 100% of the Tranche 1 RSUs vesting (with linear interpolation between such amounts) and (b) (a) between 20% and 100% of the Tranche 2 RSUs will vest based on the value per share received by the Company’s stockholders in such Change in Control where $3.00 results in 20% of the Tranche 2 RSUs vesting and $15.00 results in 100% of the Tranche 2 RSUs vesting (with linear interpolation between such amounts). Notwithstanding the foregoing, any RSUs that have not vested on or prior to the sixth anniversary of the Start Date shall be automatically forfeited immediately following the sixth anniversary of the Start Date. | ||||
2.Section 2(c) of the Terms and Conditions is hereby amended and restated in its entirety to read as follows:
“(c) If the Participant’s termination of employment is as a result of (i) the Company’s termination of the Participant’s employment without Cause (as defined in the Employment Agreement), (ii) the Participant’s resignation for Good Reason (as defined in the Employment Agreement), in each case, following the date that is 18 months after the Start Date but prior to the sixth anniversary of the Start Date, then all Unvested RSUs shall become Vested RSUs as of the date of such termination of employment.”
3.Except as expressly amended hereby, the Grant Notice and the Terms and Conditions shall remain in full force and effect.
4.To the extent not preempted by federal law, this Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Amendment to the substantive law of another jurisdiction.
5.This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, effective as of the Amendment Effective Date.
| ARQ, INC. | ||||||||
| By: | /s/ Richard Campbell-Breeden | |||||||
| Name: | Richard Campbell-Breeden | |||||||
| Title: | Chairman | |||||||
| PARTICIPANT | |||||
| /s/ Robert E. Rasmus | |||||
| Robert E. Rasmus | |||||