Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) As previously announced, on October 17, 2022, Roger Shannon resigned as Chief Financial Officer and Treasurer of Charah Solutions, Inc. (the "Company"). Mr. Shannon's employment with the Company terminated on November 1, 2022.

In connection with Mr. Shannon's resignation, on December 1, 2022, the Company entered into a Separation and Release Agreement ("Separation Agreement") with Mr. Shannon. Under the Separation Agreement, Mr. Shannon will receive (1) a Severance Payment amount of $437,750, representing 12 months of annual base salary which will be paid out over 12 months, (2) vesting of 77,394 shares of common stock of the Company (a portion of his outstanding unvested restricted and performance stock units), and (3) based on the Company's performance through October 31, 2022, none of the outstanding performance stock units from a June 2020 grant will vest. The Severance Payment is subject to tax withholding requirements. Mr. Shannon will also be eligible to receive reimbursement from the Company of monthly premium amounts for COBRA premiums for 12 months following the Termination Date. The Separation Agreement provides for an adjustment in the event of a Change in Control, as defined in Mr. Shannon's amended and restated employment agreement. The Separation Agreement provides that Mr. Shannon remains subject to certain restrictive covenants as provided in the amended and restated employment agreement. The Separation Agreement contains a general release of claims by Mr. Shannon against the Company.

The foregoing summary of the material terms of the Separation Agreement is subject to the complete provisions set forth in the Separation Agreement, a copy of which is filed with this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits





(d) Exhibits

Exhibit
 Number    Description
  10.1     Form of Separation and Release Agreement between Charah, LLC, Charah
           Solutions, Inc. and Roger Shannon, executed as of December 1, 2022.
     104   Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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