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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [*], HAS BEEN OMITTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BECAUSE IT IS BOTH (I) NOT MATERIAL and (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED



February 26, 2021 
Ms. Morgan Fields
[*]
[*]


Dear Morgan:
This will confirm that, effective March 1, 2021 you have agreed to occupy the position of Vice President of and Accounting for Advanced Emissions Solutions, Inc. ("Company"). You will subsequently be appointed as a 16b Officer on April 1, 2021. You will occupy the Vice President of Accounting position for a period of up to one (1) year, subject to renewal, and will report to the Interim President and CEO.
Please review, sign, and return a copy of this letter via email to Lorraine Lang, Vice President of Human Resources, at [*].
The specific terms of your position:
1.Compensation and Benefits
1.1Your salary will be $215,000.00 annualized and payable in accordance with the Company’s normal payroll procedures and subject to applicable withholdings ("Base Salary"). You will participate in any benefit plans and programs offered by the Company to similarly situated employees subject to eligibility requirements under such plans and programs. The Company retains the right to modify benefits and salary from time to time, as it deems necessary.
1.2You will be eligible for a bonus under the Company’s Short-Term Incentive Plan. The bonus target will be 40% of your Base Salary and will be prorated to match your time employed with the Company. You must be actively employed in the Vice President of Accounting position until being released by the Company without cause in order to be eligible for the bonus.
1.3You will be eligible to participate in the Company’s stock grant program, per the approved schedule. Your grant will be 40% of your annual base salary; 1/3 of the 2021 grant will vest upon 1 year of service.
2.Termination
2.1For Cause. The Company may terminate your employment at any time for "cause," effective immediately upon written notice to you. As used in this Section 2, "cause" shall be limited to:
(a)Any act of fraud, dishonesty or embezzlement against the Company or any customer, employee, or vendor
(b)Refusal or failure by Employee to satisfactorily perform those duties which have been reasonably requested or assigned; and/or 
(c)Any conduct which violates federal, state, or local law or the Company’s policies and procedures
2.2Termination by Employee. You may, at your option, terminate employment upon providing 30 days written notice to the Company. You agree to faithfully perform your duties during the 30-day period, and further agree that you will only leave during the notice period if the Company mutually consents to your departure. Should you cease work at any time during the 30-day period, you will only be paid through your last date of service. Should the Company, at its discretion, waive any portion of the 30-day notice 








period and ask you to leave employment, it will pay your salary through the end of the 30-day period. Otherwise, there will be no severance payment obligations with any termination initiated by you.
2.3There will be no severance payment obligation upon termination of your employment.
3.Protection of Confidential Information
In the course of providing services to the Company, you have and will continue to come into contact with many confidential affairs of the Company, its affiliates, clients and partners, including without limitation information relating to the Company’s services, business plans, business acquisitions, processes, research and development methods or techniques, training methods and other operational methods or techniques, quality assurance procedures or standards, operating procedures, files, plans, specifications, proposals, drawings, charts, graphs, support data, trade secrets, future product concepts, supplier lists, supplier information, purchasing methods or practices, distribution and selling activities, consultants’ reports, marketing and engineering or other technical studies, maintenance records, employment or personnel data, marketing data, strategies or techniques, financial reports, budgets, projections, cost analyses, price lists, formulae and analyses, employee lists, customer records, customer lists, customer source lists, proprietary computer software, and internal notes and memoranda relating to any of the foregoing (collectively, "Confidential Information"). During your employment and subsequent to its termination for any reason, you agree you will keep secret all Confidential Information, and not disclose same to anyone outside of Company, either during or after your employment with Company, except with Company’s written consent; and you will not use such Confidential information or materials containing or relating to Confidential Information, or any Company matters, except during your employment, on the Company’s behalf, as directed by the Company. You further agree to deliver promptly to Company on the date of termination of your employment, or at any time Company may so request, all memoranda, notes, records, reports, and other documents (and all copies thereof) relating to Company's and its affiliates’ businesses which you may then possess or have under your control.
3.1You may have certain rights under the Defend Trade Secrets Act of 2016, Pub. L. 114-153. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made
(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (X) files any document containing the trade secret under seal; and (Y) does not disclose the trade secret, except pursuant to court order.


If you have any questions, feel free to contact me, Lorrie Lang, at [*]. We look forward to you assisting the Company during this time period.
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Sincerely,
												
	/s/ Lorraine Lang
			
	Lorraine Lang			
	Vice President of Human Resources			
			AGREED TO AND ACCEPTED:
			
				
			By:	/s/ Morgan Fields
				Morgan Fields
			Date:	February 26, 2021
				




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