Common use of Change of Control Bonus Clause in Contracts

Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above. Officer Benefits · Health, dental, life, AD&D, and disability insurance to the extent provided to other officers of the Company · Three weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Officer – any time not taken does not accumulate nor is cash paid in lieu of time not utilized · The ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers of the Company Exhibit B Waivers The Company and Officer acknowledge and agree that the Officer’s services hereunder are being supplied by Environmental Energy Services, Inc. (“EESV”) pursuant to a Management Agreement between the Company and EESV, that the Management Agreement permits the payment by the Company to Officer of “supplemental incentive or bonus compensation,” and that the compensation and benefits to Officer herein are intended to qualify as supplemental incentive or bonus compensation under the Management Agreement. The Company and Officer further acknowledge and agree that the Officer shall remain employed as an officer of EESV, for which he will have comparable duties and for which he will receive compensation directly from EESV in addition to his compensation under this Agreement. In addition, the Company and Officer agree that Officer is further allowed to devote a limited amount of time to outside business interests. Accordingly, Company agrees that the above-described conduct by Officer will be permitted, and will not constitute a breach of this Agreement, notwithstanding anything in this Agreement to the contrary, including without limitation Sections 3, 5.6, 6.2 or 8 of the Agreement. .

Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above. Officer Benefits · Health, dental, life, AD&D, and disability insurance to the extent provided to other officers of the Company · Three weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Officer – any time not taken does not accumulate nor is cash paid in lieu of time not utilized {A0040426.DOC} · The ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers of the Company {A0040426.DOC} Exhibit B Waivers The Company and Officer acknowledge and agree that the Officer’s services hereunder are being supplied by Environmental Energy Services, Inc. (“EESV”) pursuant to a Management Agreement between the Company and EESV, that the Management Agreement permits the payment by the Company to Officer of “supplemental incentive or bonus compensation,” and that the compensation and benefits to Officer herein are intended to qualify as supplemental incentive or bonus compensation under the Management Agreement. The Company and Officer further acknowledge and agree that the Officer shall remain employed as an officer of EESV, for which he will have comparable duties and for which he will receive compensation directly from EESV in addition to his compensation under this Agreement. In addition, the Company and Officer agree that Officer is further allowed to devote a limited amount of time to outside business interests. Accordingly, Company agrees that the above-described conduct by Officer will be permitted, and will not constitute a breach of this Agreement, notwithstanding anything in this Agreement to the contrary, including without limitation Sections 3, 5.6, 6.2 or 8 of the Agreement. .

Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above. Officer Benefits · Health, dental, life, AD&D, and disability insurance to the extent provided to other officers of the Company · Three weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Officer – any time not taken does not accumulate nor is cash paid in lieu of time not utilized {A0040425.DOC} · The ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers of the Company {A0040425.DOC} Exhibit B Waivers The Company and Officer acknowledge and agree that the Officer’s services hereunder are being supplied by Environmental Energy Services, Inc. (“EESV”) pursuant to a Management Agreement between the Company and EESV, that the Management Agreement permits the payment by the Company to Officer of “supplemental incentive or bonus compensation,” and that the compensation and benefits to Officer herein are intended to qualify as supplemental incentive or bonus compensation under the Management Agreement. The Company and Officer further acknowledge and agree that the Officer shall remain employed as an officer of EESV, for which he will have comparable duties and for which he will receive compensation directly from EESV in addition to his compensation under this Agreement. In addition, the Company and Officer agree that Officer is further allowed to devote a limited amount of time to outside business interests. Accordingly, Company agrees that the above-described conduct by Officer will be permitted, and will not constitute a breach of this Agreement, notwithstanding anything in this Agreement to the contrary, including without limitation Sections 3, 5.6, 6.2 or 8 of the Agreement. .

Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above. Officer Benefits · Health, dental, life, AD&D, and disability insurance to the extent provided to other officers of the Company · Three weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Officer – any time not taken does not accumulate nor is cash paid in lieu of time not utilized {A0040427.DOC} · The ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers of the Company {A0040427.DOC} Exhibit B Waivers The Company and Officer acknowledge and agree that the Officer’s services hereunder are being supplied by Environmental Energy Services, Inc. (“EESV”) pursuant to a Management Agreement between the Company and EESV, that the Management Agreement permits the payment by the Company to Officer of “supplemental incentive or bonus compensation,” and that the compensation and benefits to Officer herein are intended to qualify as supplemental incentive or bonus compensation under the Management Agreement. The Company and Officer further acknowledge and agree that the Officer shall remain employed as an officer of EESV, for which he will have comparable duties and for which he will receive compensation directly from EESV in addition to his compensation under this Agreement. In addition, the Company and Officer agree that Officer is further allowed to devote a limited amount of time to outside business interests. Accordingly, Company agrees that the above-described conduct by Officer will be permitted, and will not constitute a breach of this Agreement, notwithstanding anything in this Agreement to the contrary, including without limitation Sections 3, 5.6, 6.2 or 8 of the Agreement. .