EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and
between Environmental Quality Management, Inc., a Delaware corporation (the “Company”), with an address at 1800
Carillon Blvd., Cincinnati, OH 45240, and James E. Wendle, who currently resides at 7595 Blue Fox Run, West Chester, Ohio 45069
(“Executive”).


 


1.          Employment
of Executive; Title; Duties. The Company agrees to employ Executive, and Executive agrees to serve, as the President and Chief
Operating Officer of the Company, on the terms and subject to the conditions set forth in this Agreement. Executive also agrees
to serve as President and Chief Operating Officer of EQM Technologies & Energy, Inc., a Delaware corporation (“Parent”),
and in such other positions at other subsidiaries of Parent as designated by the Board of Directors of Parent (the “Board”).


 


2.          Term.
Executive’s employment by the Company hereunder shall be for an initial term (the “Initial Term”) commencing
on the Effective Date and expiring on December 31, 2014, unless terminated earlier as hereinafter provided. The term of employment
of Executive with the Company hereunder shall automatically be renewed and extended after the Initial Term without further action
by Executive or the Company as of January 1, 2015 and each succeeding January 1 thereafter for an additional term of one year (in
each case unless terminated earlier as hereinafter provided), unless either Executive or the Company shall have delivered written
notice to the other (“Notice of Non-Renewal”) prior to December 1, 2014 or prior to December 1 of any succeeding
year, as applicable, of his or its election not to renew the term of Executive’s employment hereunder, in which case the
Executive’s employment shall terminate as of the December 31 first occurring after the date of the Notice of Non-Renewal
(but in no event before December 31, 2014).


 


3.          Performance
of Duties. Executive agrees that throughout the period of his employment hereunder he will devote all of his professional time,
attention, skills and energies faithfully and diligently and to the best of his ability to the performance of the duties and responsibilities
assigned to him pursuant to Section 1 hereof in an efficient, trustworthy and businesslike manner as directed by the Board. Without
limiting the generality of the foregoing, Executive shall not, without the written approval of the Board, render services of a
business or commercial nature on his own behalf or on behalf of any other person, firm, or corporation, whether for compensation
or otherwise, during his employment hereunder; provided, however, the foregoing shall not prevent Executive from the following,
so long as such activities in the aggregate do not materially interfere or conflict with Executive’s duties hereunder or
create a potential business or fiduciary conflict: (i) serving on the boards of directors of non-profit organizations and, with
the prior written approval of the Board, other for profit companies; (ii) participating in charitable, civic, educational, professional,
community or industry affairs; and (iii) managing Executive’s passive personal investments.


 



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4.          Compensation
and Other Matters.


 


(a)          Annual
Salary. As compensation for his services hereunder, the Company shall pay to Executive a salary at the rate of $230,000 per
annum (the “Annual Salary”), payable in equal installments in arrears in accordance with the Company’s
customary payroll practices at the time of payment. The Annual Salary is subject to upward adjustment from time to time in the
sole discretion of the Compensation Committee of the Board (the “Compensation Committee”).


 


(b)          Annual
Bonus. Executive shall be eligible to participate at a level commensurate with Executive’s duties and responsibilities
in any annual bonus program established by the Board, from time to time, for the benefit of executive officers and key employees
of the Company and its parents or subsidiaries (Executive’s participation in any such program, the “Annual Bonus”).
The Annual Bonus for the year ending December 31, 2012 shall be determined in accordance with the EQM FY 2012 EBITDA Bonus Plan
previously established by the Board provided to Executive, and shall be paid less applicable withholdings and deductions.


 


(c)          Stock
Options. Executive acknowledges that he was granted options to purchase 1,140,000 shares of Parent’s common stock (the
“Stock Options”) on March 29, 2011 pursuant to the EQM Technologies & Energy, Inc. Stock Option Plan (the
“Option Plan”). The terms and conditions of such grant are set forth in an option agreement, dated March 29,
2011, by and between Executive and Parent (the “Option Agreement”). Executive may also be eligible to participate
in future grants, at the discretion of the Board.


 


(d)          Change
in Control Transaction.


 


(i)          If
a Change in Control Transaction (as defined below) (x) closes while the Executive is employed by the Company hereunder or (y) (1)
is “In Process” as of the date that Executive’s employment with the Company hereunder ends (“Date of
Termination”) due to a termination by the Company without Cause and (2) closes within six (6) months following such Date
of Termination, the Company shall pay to Executive an amount (the “Transaction Incentive Fee”) equal to 33-1/3%
of the lesser of: (i) 10% of the Net Equity Value received by Parent or its shareholders, as applicable, in connection with the
Change in Control Transaction, or (ii) $1,200,000. Notwithstanding the foregoing, the Company shall not be obligated to pay all
or any part of the Transaction Incentive Fee in the event the Company terminates Executive’s employment with Cause pursuant
to Section 9(a) or of any Voluntary Termination pursuant to Section 9(c). The Company shall pay the Transaction Incentive Fee to
the Executive at substantially the same time(s) and in substantially the same installments, in substantially the same form and
proportion of cash and non-cash consideration (such as equity or debt securities), and subject to the same restrictions, reductions,
contingencies and limitations (including without limitation earnouts, escrows, holdbacks and indemnities) as the Net Equity Value
is paid to Parent and/or its shareholders, as applicable, but in no event later than five (5) years after the Change in Control
Transaction.


 



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(ii)         For
purposes of this Agreement, “Change in Control Transaction” means (x) the sale of all or substantially all of
the outstanding stock of Parent to any person, firm or entity or group of persons, firms or entities (a “Person”)
other than Argentum Capital Partners II, L.P., a Delaware limited partnership, and/or any of its affiliates (collectively, “Argentum”),
or (y) the sale or transfer of all or substantially all of the assets of Parent to a Person other than Argentum, in each case other
than in a reorganization or recapitalization or other similar transaction among Parent and one or more of its affiliates, provided
that for purposes of clause (x) and clause (y) above a Change in Control Transaction must constitute a Change in Control under
Treasury Regulation Section 1.409A-3(i)(5). “Net Equity Value” means the net consideration actually received
by Parent (in respect of its assets) and/or its shareholders (in respect of their stock, and not in respect of any other consideration
they may receive from Parent or any acquiror, successor or surviving entity, including without limitation, salary and/or consulting
fees), as applicable, in connection with a Change in Control Transaction, after deducting all liabilities, obligations and indebtedness
of Parent (which deductible amounts shall include, without limitation, (A) the aggregate liquidation preference, and (without double
counting) any accrued dividends paid or payable in respect of any preferred stock of Parent outstanding at any time on or after
the date hereof, which shall be so deducted regardless whether any such preferred stock has been converted into common stock at
any time prior to or in connection with such Change in Control Transaction and (B) the aggregate outstanding principal amount and
(without double counting) any interest accrued thereon of any convertible notes of Parent outstanding at any time on or after the
date hereof, which shall be so deducted regardless of whether any such notes have been converted into Parent stock at any time
between the date hereof and the effective date of such Change in Control Transaction. “In Process” means that
a buyer and Parent have signed a letter of intent or similar agreement that outlines the terms by which the buyer will purchase
the stock or assets of Parent.


 


(iii)        Notwithstanding
any provision in this Agreement to the contrary, as an express contractual condition to the Company’s obligation to pay the
Transaction Incentive Fee, Executive shall execute and deliver a general release, in such form as shall be required by the Company,
of any and all common law, statutory and/or other rights, claims or causes of action of any kind, including without limitation
any rights, claims or causes of action based upon this Agreement or otherwise arising out of or related to the Executive’s
employment by, and/or (if applicable) the termination of the Executive’s employment with, the Company or any of its affiliates
(except for the Company’s obligations under this Agreement). Further, Executive shall forfeit all rights to the Transaction
Incentive Fee unless such release is signed and delivered (and no longer subject to any applicable revocation or rescission rights)
within thirty (30) days following the date of the Date of Termination.


 


(e)          Reimbursement
of Expenses. The Company shall reimburse Executive for all reasonable expenses actually paid or incurred by Executive in the
course of and pursuant to the discharge of Executive’s responsibilities hereunder. Reimbursement of such expenses shall be
paid in accordance with the Company’s customary policies in force at the time of payment, upon submission by Executive of
receipts and vouchers itemizing such expenses in a form reasonably satisfactory to the Company, properly identifying the nature
and business purpose of any expenditures except as provided in Section 19 hereto.


 


5.           Additional
Benefits; Vacation.


 


(a)          In
addition to his Annual Salary, Annual Bonus and Stock Options, Executive shall be entitled to participate, to the extent he is
eligible under the terms and conditions thereof, in any retirement, disability, medical service, insurance or other employee benefit
plan generally available to the employees of the Company that may be in effect from time to time during his employment term.


 



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(b)          The
Company shall pay directly to Executive $1,500 per month, less applicable withholdings and deductions, for the costs of leasing
an automobile, payable in arrears in accordance with the Company’s customary payroll practices at the time of payment.


 


(c)          Executive
shall be entitled to four (4) weeks (equal to 20 work days) of paid vacation in respect of each 12-month period during his employment
hereunder. Accrual and use of vacation shall be in accordance with the Company’s benefits policy except as specified herein.
Accrued days must be used during the calendar year in which they accrued, and accrued but unused vacation days may not be carried
over to subsequent years. Executive understands that this Section 5(c) may be inconsistent with the policies contained in the Company’s
employee handbook, as in effect from time to time (“Employee Handbook”), and agrees that this Agreement should
be given controlling effect.


 


(d)          Executive
acknowledges that, except as provided in Section 5(c), he shall be bound by and subject to the terms and conditions of the Employee
Handbook.


 


6.           Restrictions
on Competition and Solicitation.


 


(a)          In
consideration of the compensation and benefits provided to Executive hereunder and the Company’s entry into this Agreement,
Executive agrees that during Executive’s employment with the Company (and any entity into which the Company may be merged)
and for a period of (x) 6 months thereafter with respect to clause (i) below, or (y) 12 months thereafter with respect to clauses
(ii) and (iii) below (as applicable, the “Restricted Period”) (provided that the Restricted Period shall be
tolled during, and shall be extended for the duration of, any breach of any of the covenants and restrictions contained in this
Section 6), Executive shall not:


 


(i)          directly
or indirectly, in his own capacity or through any other Person, whether as owner, consultant, partner, member, manager, officer,
director, venturer, agent, through stock ownership, investment of capital, lending of money or property, rendering of services,
or otherwise, engage in the Business (as defined below) within the Applicable Territory (as defined below), except on behalf of
the Company or any of its affiliates;


 


(ii)         directly
or indirectly, in his own capacity or through any other Person, solicit, persuade or induce any Person which is, or at any time
during Executive’s employment with the Company was a Customer (as defined below) of the Company or any of its affiliates
to (x) terminate, reduce or refrain from renewing or extending its relationship with the Company or any of its affiliates, or (y)
become a customer of or enter into any contractual or other relationship with Executive or any other Person in regard to the purchase
of products or services of the type provided in the Business;


 


(iii)        directly
or indirectly, in his own capacity or through any other Person, solicit, persuade or induce any Person, firm or entity that is,
or at any time during Executive’s employment with the Company or any of its affiliates was, (x) engaged as an employee, representative,
agent, independent contractor or otherwise by the Company or any of its affiliates or (y) a supplier of any product or service
to, or vendor of any product or service for, the Company, to terminate, reduce or refrain from renewing or extending his, her or
its relationship with the Company or any of its affiliates; provided, however, that nothing contained in this Agreement
shall preclude Executive from engaging in general advertising of employment opportunities or general solicitations for employees.


 



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(b)          The
term “Business” shall mean the providing of engineering, remediation and/or environmental services, and/or the
production of biodiesel. The term “Applicable Territory” shall mean (i) throughout the world, but if such area
is determined by judicial action to be too broad, then it shall mean (ii) within the continental United States, but if such area
is determined by judicial action to be too broad, then it shall mean (iii) within any state in which the Company is engaged in
the Business as of the date of this Agreement or at any time during Executive’s employment under this Agreement, but if such
area is determined by judicial action to be too broad, then it shall be (iv) the States of Indiana, Missouri, Nebraska, Ohio, Oklahoma,
Texas and Utah. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to prohibit Executive from investing
in securities of an issuer that are listed for trading on a national securities exchange or traded in the over-the-counter market,
provided that Executive’s holdings represent no greater than 2.0% of the total number of shares or principal amount of the
securities outstanding.


 


(c)          The
term “Customer” shall mean any individual, corporation, partnership, business or other entity, whether for-profit
or not-for-profit public, privately held, or owned by the United States government that is a business entity or individual with
whom the Company has done business or with whom Executive or the Company has submitted a proposal to or actively negotiated with
during the twelve (12) month period immediately preceding the termination of Executive’s employment with the Company (and
any entity into which the Company may be merged).


 


(d)          Executive
agrees that the covenants and restrictions contained in Section 6 are necessary for the reasonable and proper protection of the
Company and its affiliates and the Business, that irreparable injury will result to the Company and its affiliates if Executive
breaches any of the terms of this Section 6, and that in the event of Executive’s actual or threatened breach of any such
provision, the Company and its affiliates shall have no adequate remedy at law. Executive accordingly agrees that in the event
of any actual or threatened breach by him of any of the provisions contained in Section 6, the Company shall, in addition to and
without limiting its other rights and remedies at law or in equity, be entitled to such injunctive and other equitable relief,
as may be deemed necessary or appropriate by a court of competent jurisdiction, without the need to post bond or other security.
If, in any judicial proceeding, a court shall find any of the foregoing provisions or portion thereof to be invalid, prohibited
or unenforceable, then the applicable provision shall be construed as if more narrowly drafted as necessary so as not to be invalid,
prohibited or unenforceable or, if such narrowing is not possible, such provision or portion thereof shall be deemed eliminated,
but only to the extent of its unenforceability in the applicable jurisdiction, and the remaining provisions or portions thereof
shall be limited, in such jurisdiction only, to the extent necessary to permit their enforcement.


 


(e)          The
rights of the Company under this Section 6 may be assigned by the Company to any entity that may purchase or acquire all or substantially
all of the assets of the Business or any entity into which the Company or Parent is merged, without the consent of Executive.


 



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7.           Confidential
Information.


 


(a)          Without
limiting the Executive’s obligations under the Employee Handbook or any other any agreement or instrument in favor of the
Company, Executive understands that he may have access to unpublished and otherwise confidential information both of a technical
and non-technical nature, relating to the business of the Company and any of its parents, subsidiaries, divisions, affiliates (collectively,
“Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business,
research or development, any of their technology or the implementation or exploitation thereof, including without limitation information
Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs,
materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade
secrets and equipment designs, including information disclosed to the Company or any of its affiliates by others under agreements
to hold such information confidential (collectively, the “Confidential Information”). The Company’s success
is dependent on the development and protection of its intellectual property, including but not limited to the Confidential Information.
Executive understands and acknowledges the importance of maintaining the confidentiality of the Confidential Information to the
Company’s continued success. Executive agrees to observe all policies and procedures of the Company and its affiliates concerning
such Confidential Information. Executive further agrees not to disclose or use, either during his employment or at any time thereafter,
any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so
by the Company in writing, except that he may disclose and use such information in the good faith performance of his duties under
this Agreement. Executive’s obligations under this Agreement will continue with respect to Confidential Information, whether
or not his employment is terminated, until such information becomes generally available from public sources through no fault of
Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose
Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies the Company
of such subpoena, order or other requirement and such that the Company has the opportunity to obtain a protective order or other
appropriate remedy.


 


(b)          During
Executive’s employment, upon the Company’s request, or upon the termination of his employment for any reason, Executive
will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, customer and supplier
lists, cost and profit data, e-mail, apparatus, computers, blackberries or other PDAs, hardware, software, drawings, blueprints,
and any other material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential
Information developed by Executive or others, and all copies of such materials, whether of a technical, business or fiscal nature,
whether on the hard drive of a laptop or desktop computer, in hard copy, disk or any other format, that are in his possession,
custody or control. Executive may retain Executive’s rolodex and similar address books, provided, that such items only include
contact information.


 



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8.           Assignment
of Intellectual Property.


 


(a)          Executive
will promptly disclose to the Company any idea, invention, discovery or improvement, whether patentable or not (“Creations”),
conceived or made by him alone or with others at any time during his employment. Executive agrees that the Company owns any such
Creations, conceived or made by Executive alone or with others at any time during his employment, and Executive hereby assigns
and agrees to assign to the Company all moral or other rights he has or may acquire therein and agrees to execute any and all applications,
assignments and other instruments relating thereto which the Company deems necessary or desirable. These obligations shall continue
beyond the termination of his employment with respect to Creations and derivatives of such Creations conceived or made during his
employment with the Company. The Company and Executive understand that the obligation to assign Creations to the Company shall
not apply to any Creation which is developed entirely on his own time without using any of the Company’s equipment, supplies,
facilities, and/or Confidential Information unless such Creation (i) relates in any way to the business or to the current
or anticipated research or development of the Company or any of the Affiliated Entities, or (ii) results in any way from his
work at the Company.


 


(b)          In
any jurisdiction in which moral rights cannot be assigned, Executive hereby waives any such moral rights and any similar or analogous
rights under the applicable laws of any country of the world that Executive may have in connection with the Creations, and to the
extent such waiver is unenforceable, hereby covenants and agrees not to bring any claim, suit or other legal proceeding against
the Company or any of its Affiliated Entities claiming that Executive’s moral rights to the Creations have been violated.


 


(c)          Executive
will not assert any rights to any invention, discovery, idea or improvement relating to the business of the Company or any of its
Affiliated Entities or to his duties hereunder as having been made or acquired by Executive prior to his work for the Company except
for the matters, if any, described in Exhibit B to this Agreement.


 


(d)          During
the term of Executive’s employment hereunder, if Executive incorporates into a product or process of the Company or any of
its Affiliated Entities anything listed or described in Exhibit B, the Company is hereby granted and shall have a
non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to grant and authorize sublicenses) to make,
have made, modify, use, sell, offer to sell, import, reproduce, distribute, publish, prepare derivative works of, display, perform
publicly and by means of digital audio transmission and otherwise exploit as part of or in connection with any product, process
or machine.


 


(e)          Executive
agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement,
maintenance and enforcement of copyrights, patents, trademarks and other intellectual property rights (both in the United States
and foreign countries) relating to such Creations. Executive shall sign all papers, including, without limitation, copyright applications,
patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the
Company may deem necessary or desirable in order to protect its rights and interests in any Creations. Executive further agrees
that if the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, any officer of
the Company shall be entitled to execute such papers as his agent and attorney-in-fact and Executive hereby irrevocably designates
and appoints each officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf and to take
any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Creations,
under the conditions described in this paragraph.


 



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9.           Termination
of Employment; Severance.


 


(a)          Termination
with Cause. The Company shall at all times have the right, upon written notice to Executive, to terminate Executive’s
employment hereunder with Cause. For purposes of this Agreement, the following shall constitute “Cause”:


 


(i)          the
failure of Executive to act in accordance with directives of the Board after written notice and a twenty (20) day opportunity to
cure such failure;


 


(ii)         the
gross negligence or willful misconduct of Executive in the performance of his duties under this Agreement;


 


(iii)        use
of alcohol or illegal drugs interfering with the performance of Executive’s duties hereunder;


 


(iv)        any
act of fraud, embezzlement or theft, or any other material violation of law in connection with Executive’s duties or in the
course of his employment with the Company; or


 


(v)         the
material breach by Executive of any term of this Agreement or written policy of the Company or its affiliates, provided that if
such breach reasonably may be cured, the Company has given Executive prior written notice of such breach and at least twenty (20)
days after such notice is given to cure such breach in the reasonable judgment of the Board.


 


Upon any termination
pursuant to this Section 9(a), the Company shall within a reasonable time following the Date of Termination, not to exceed thirty
(30) days, pay to Executive (i) the pro rata portion of any unpaid Annual Salary earned through the Date of Termination, (ii) reimbursements
for any reasonable business expenses properly incurred by Executive upon his compliance with the requirements of Section 4(e) above,
and (iii) payment for benefits under any benefit plan, program or policy that Executive participated in during employment, paid
pursuant to the terms of such plan, program and policy up to the Date of Termination (collectively, the “Accrued Obligations”).
Thereafter, the Company and its affiliates shall have no further liability to Executive. Without limiting the foregoing, in the
event of a termination with Cause, Executive shall have no right to receive any Annual Bonus or Transaction Incentive Fee. Executive’s
rights relating to his Stock Options shall be governed by the terms of the Option Plan and Option Agreement.


 


(b)          Termination
without Cause. At any time the Company shall have the right to terminate Executive’s employment hereunder without Cause
by providing Executive with thirty (30) days’ prior written notice of the Company’s election to terminate without Cause.
In the event of any termination pursuant to this Section 9(b), or in the event of the Company’s election to terminate Executive’s
employment by delivering a Notice of Non-Renewal as described in Section 2(a) above, at such time as Cause does not exist, the
Company shall:


 



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(i)          pay
to Executive the Accrued Obligations;


 


(ii)         pay
to Executive his Annual Salary described in Section 4(a) for a period of twelve (12) months following the Date of Termination (the
“Salary Continuation Period”);


 


(iii)        pay
to Executive any Annual Bonus awarded by the Compensation Committee for the fiscal year preceding the year in which the Date of
Termination occurs but remains unpaid, provided that such payment will be made at substantially the same time as other participants
under the applicable bonus plan are paid;


 


(iv)        pay
to Executive the pro rata portion of the Annual Bonus for the fiscal year in which the Date of Termination occurs that is earned
for any fiscal quarter completed prior to the Date of Termination, provided that such payment will be made at substantially the
same time as other participants under the applicable bonus plan are paid;


 


(v)         pay
to Executive any portion of the Transaction Incentive Fee to which he is entitled pursuant to Section 4(d), provided that such
payment will be made at such time as provided in Section 4(d);


 


(vi)        to
the extent permitted by each employee benefit plan, continue Executive’s participation in any employee benefit plan described
in Section 5(a) during the Salary Continuation Period; provided, however, that to the extent an employee benefit plan precludes
Executive’s continued participation in that plan following his termination without Cause, the Company will not grant Executive
a payout in lieu of that benefit; and


 


(vii)       vest
on the Date of Termination, all unvested options that otherwise would be eligible for vesting less than six (6) months after the
Date of Termination, provided that these options will expire in accordance with the terms of the Option Plan and Option Agreement;


 


provided that, notwithstanding any provision
in this Agreement to the contrary, as an express contractual condition to the Company’s obligation to provide any of the
foregoing payments or benefits under this Section 9(b) other than payment of the Accrued Obligations, Executive shall execute and
deliver a general release, in the form attached hereto as Exhibit A, of any and all common law, statutory and/or other rights,
claims or causes of action of any kind, including without limitation any rights, claims or causes of action based upon this Agreement
or otherwise arising out of or related to the Executive’s employment by, and/or the termination of the Executive’s
employment with, the Company or any of its affiliates (except for the Company’s obligations under this Agreement). Further,
Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject
to any applicable revocation or rescission rights) within thirty (30) days following the date of the Date of Termination. If the
foregoing release is executed and delivered (and no longer subject to revocation or rescission), then the payments under Section
9(b)(i) and (ii) (other than reimbursements made in accordance with Section 4(e)) shall begin within sixty (60) days following
the Date of Termination; provided, however, that if the sixty (60) day period begins in one calendar year and ends in the second
calendar year, all payments will be made in the second calendar year. The first such cash payment shall include payment of all
amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately
following the Date of Termination, and any payments made thereafter shall continue as provided herein. The delayed benefits shall
in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of
Termination.


 



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The Company will not
pay to Executive any sick days, personal days or vacation time which Executive has accrued prior to the Date of Termination but
has not used prior to the Date of Termination. Other than the obligation to make the payments described in this Section 9(b), the
Company and its affiliates shall have no further liability or obligation to Executive hereunder following a termination without
Cause, or upon the Company’s delivery of a Notice of Non-Renewal.


 


(c)          Voluntary
Termination. At any time, Executive shall have the right to terminate his employment hereunder by providing thirty (30) days
prior written notice to the Company, and the Company shall have the right, by written notice to Executive, to terminate Executive’s
employment after Executive delivers any such notice to the Company. In the event of any such termination pursuant to this Section
9(c), or in the event of the Executive’s election to terminate his employment by delivering a Notice of Non-Renewal (a “Voluntary
Termination”) the Company shall pay to Executive the Accrued Obligations. The Company will not pay to Executive any sick
days, personal days or vacation time which Executive has accrued prior to the Date of Termination but has not used prior to the
Date of Termination. Upon making the payments described in this Section 9(c), the Company and its affiliates shall have no further
liability or obligation to Executive hereunder following a Voluntary Termination. The occurrence of Executive’s death or
Disability (as defined below) shall be deemed to result in an immediate “Voluntary Termination” (it being acknowledged
and agreed that, in addition to the payments described in this Section 9(c), Executive shall, in connection with his death or Disability,
be entitled to such other payments and/or benefits as may then be provided in accordance with the Employee Handbook or with respect
to any employee benefit plan and the terms of such plans). Executive’s rights relating to his Stock Options shall be governed
by the terms of the Option Plan and Option Agreement. Without limiting the foregoing, in the event of a Voluntary Termination,
Executive shall have no right to receive any Annual Bonus or Transaction Incentive Fee.


 


(d)          Disability.
For purposes of this Agreement, “Disability” shall mean the Executive becomes physically or mentally unable to perform
his duties for the Company hereunder and such incapacity continues for a total of ninety (90) consecutive days or any one hundred
eighty (180) days in a period of three hundred sixty-five (365) consecutive days.


 


(e)          Resignation.
Upon any termination of employment pursuant to this Agreement, Executive shall be deemed to have resigned as an officer and/or
director of the Company or any affiliate, if he was then serving as such, and, if requested by the Board, Executive hereby agrees
to immediately execute an appropriate resignation letter.


 



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10.         Survival.
Sections 6, 7, 8, 9 and 19 of this Agreement shall survive the termination of Executive’s employment with the Company indefinitely
or for the applicable periods of time (if any) set forth therein.


 


11.         Effectiveness
of Agreement. This Agreement shall be deemed effective as of the date set forth in the first paragraph of this Agreement when
it has been signed by both the Company and Executive.


 


12.         Entire
Agreement; Amendment. This Agreement constitutes the entire agreement of the parties hereto relating to the subject matter
hereof and any prior agreement between the Company and Executive with respect to such subject matter is hereby superseded and terminated
effective immediately and shall be without further force or effect. No amendment or modification to this Agreement shall be valid
or binding unless made in writing and signed by the party against whom enforcement thereof is sought.


 


13.         Notices.
Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed given
(i) when delivered in person, (ii) one (1) business day after being sent by nationally reputable overnight delivery service or
(iii) three (3) business days after being sent by certified mail, return receipt requested, postage and fees prepaid, if to the
Company, at its address set forth above to the attention of the Chairman of the Board and, if to the Executive, at his last known
address contained in the Company’s records. Either of the parties hereto may at any time and from time to time change the
address to which notice shall be sent hereunder by notice to the other party given pursuant to this Section 13.


 


14.         No
Assignment; Binding Effect. Neither this Agreement, nor the right to receive any payments hereunder, may be assigned by either
party without the other party’s prior written consent; except that the rights and obligations of the Company hereunder may,
in whole or in part, be sold, transferred or assigned by the Company to any affiliated or successor entity or purchaser of all
or substantially all of Parent’s assets, provided that any such transfer does not effect a material change in the duties
of Executive hereunder or the type of business with respect to which such duties are to be performed. Subject to these limitations,
this Agreement shall be binding upon and inure to the benefit of Executive and his heirs, executors and administrators and the
Company and its successors and assigns.


 


15.         Waivers.
No course of dealing nor any delay on the part of either party in exercising any rights hereunder shall operate as a waiver of
any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other
breach or default.


 


16.         Governing
Law. This Agreement shall be governed by and interpreted exclusively in accordance with Section 19 and the laws of the State
of Ohio, without regard to conflict of laws provisions thereof to the extent that the general application of the laws of another
jurisdiction would be required thereby. All disputes arising from or relating to this Agreement shall be heard exclusively in a
court of competent jurisdiction within the State of Ohio, Hamilton County and the parties hereto consent to personal jurisdiction
in such courts for such purposes, and further waive all objections on grounds of improper venue or inconvenient forum.


 



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17.         Invalidity.
If any clause, paragraph, section or part of this Agreement shall be held or declared to be void, invalid or illegal, for any reason,
by any court of competent jurisdiction, such provision shall be ineffective but shall not in any way invalidate or affect any other
clause, paragraph, section or part of this Agreement.


 


18.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument, and may be executed by delivery of a facsimile or electronic mail copy of a signed
signature page.


 


19.         Code
Section 409A Compliance.


 


(a)          The
intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and
the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to
the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.


 


(b)          A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred
compensation” under Code Section 409A unless such termination is also a “separation from service” within the
meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed
on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B),
then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account
of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier
of (i) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive,
and (ii) thirty (30) days from the date of the Executive’s death (the “Delay Period”). Upon the expiration
of the Delay Period, all payments and benefits delayed pursuant to this Section 19 (whether they would have otherwise been payable
in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with
interest at the prime rate as published in The Wall Street Journal on the first business day of the Delay Period, and any
remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein.


 


(c)          With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the
foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section
105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments
shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.


 



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(d)          For
purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall
be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “within sixty (60) days following the date of termination”),
the actual date of payment within the specified period shall be within the sole discretion of the Company.


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	ENVIRONMENTAL QUALITY MANAGEMENT, Inc.
	 	 
	 	By:	
        /s/ Walter H. Barandiaran

	 	Name:	
        Walter H. Barandiaran

	 	Title:	
        Chairman of the Board



 


	 	 
	 	
        /s/ James E. Wendle

	 	Name:  James E. Wendle


 



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