EX-4.6



 Exhibit 4.6 

FORM OF RESTRICTED STOCK AGREEMENT 

PURSUANT TO THE 
 CHARAH
SOLUTIONS, INC. 2018 OMNIBUS INCENTIVE PLAN 
 * * * * * 

Participant:  
 Grant Date:  

Number of Shares of 
 Restricted Stock Granted: 

 * * * * * 
 THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Charah Solutions, Inc., a corporation organized in the State of Delaware (the
“Company”), and the Participant specified above, pursuant to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the
Committee; and 
 WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the
shares of Restricted Stock provided herein to the Participant. 
 NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows: 

1. Acceptance of Award; Incorporation By Reference; Plan Document Receipt. 

(a) The Participant must accept the terms and conditions of this Agreement by delivering to the Company an executed copy of the signature page
attached hereto or by providing an electronic acknowledgement and acceptance made available by the Company no later than September 10, 2018. In the event the Participant fails to provide written or electronic acceptance by
September 10, 2018, the Restricted Stock awarded pursuant to this Agreement shall be forfeited immediately for no consideration without any action required by the Company or the Participant. 

(b) This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto
adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each
expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read
the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. 







 2. Grant of Restricted Stock Award. The Company hereby grants to the Participant,
as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to
provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights
in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights of a stockholder in respect of the shares underlying this Award
until such shares are delivered to the Participant in accordance with Section 4 hereof. 
 3. Vesting. 

(a) The Restricted Stock subject to this grant shall become unrestricted and vest as follows: 

(i) Twenty-five percent (25%) of the shares of Restricted Stock shall vest upon the Grant Date, subject to the forfeiture provisions set forth
in Section 1(a) of the Agreement. 
 (ii) The remaining seventy-five percent (75%) of the shares of Restricted Stock shall be subject
to performance-based vesting conditions (the “Performance Shares”). Of the seventy-five percent (75%), the Performance Shares shall be eligible to vest at the end of each of the following measurement periods:
(i) January 1, 2018 through December 31, 2018, (ii) January 1, 2018 through December 31, 2019 (“Period 2”), and (iii) January 1, 2018 through December 31, 2020 (“Period 3”),
based on each of the performance measures set forth below. The Executive must be employed by the Company and/or one of its Subsidiaries or Affiliates as of December 31 of each applicable measurement period in order for such Performance Shares
to vest. The applicable performance targets for the vesting of the Performance Shares shall be reviewed annually by the Committee and be subject to its complete authority and discretion to determine if such targets have been achieved. The
Performance Shares shall only become vested with respect to the following percentages based on the Company’s achievement of the performance conditions set forth in Exhibit A hereto. 

(iii) For purposes of Exhibit A, “EBITDA” shall be defined by GAAP and determined in the Committee’s sole and complete
discretion; provided, that such calculation shall be adjusted to exclude the Company’s costs with respect to its initial public offering, and certain other litigation and other expenses, in each case as determined appropriate by the
Compensation Committee, and “TRIR” shall mean total recordable incident rate as defined and calculated consistently with the rules and guidance promulgated by the United States Department of Labor -Occupational Safety and Health
Administration. 
 (b) Except as otherwise provided in this Section 3, if the Executive’s employment with the Company and/or its
Subsidiaries or Affiliates terminates for any reason 

  
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prior to the vesting of all or any portion of the Restricted Stock awarded under this Agreement, such unvested portion of the Restricted Stock shall immediately be cancelled and the Executive
(and the Executive’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. The Committee, in its sole discretion, may determine, prior to
or within ninety (90) days after the date of any such termination, that all or a portion of any the Executive’s unvested shares of Restricted Stock shall not be so cancelled and forfeited. 

(c) Change in Control. In the event of a Change in Control of the Company, a Participant’s unvested Awards shall not vest
automatically and a Participant’s Awards shall be treated in accordance with one or more of the methods set forth in Section 11.1 of the Plan, as determined by the Committee. 

(d) Forfeiture. Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested shares of Restricted Stock
shall be immediately forfeited upon the Participant’s Termination for any reason. 
 4. Period of Restriction; Delivery of
Unrestricted Shares. During the Period of Restriction, the Restricted Stock shall bear a legend as described in Section 8.2(c) of the Plan. When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall
be entitled to receive unrestricted shares and if the Participant’s stock certificates contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any
legends requiring compliance with securities laws). 
 5. Dividends and Other Distributions; Voting. Participants
holding Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the
underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, the shares shall be deposited with the Company and shall be
subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. The Participant may exercise full voting rights with respect to the Restricted Stock granted hereunder. 

6. Non-Transferability. The shares of Restricted Stock, and any rights and interests
with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by
testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Stock, or the levy of any
execution, attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect. 

  
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 7. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof. 

8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit
to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be
withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common
Stock otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable
to the Participant hereunder. 
 9. Section 83(b). If the Participant properly elects (as required by Section 83(b) of
the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company
or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the
Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock,
as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code
and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election. 

10. Legend. All certificates representing the Restricted Stock shall have endorsed thereon the legend set forth in
Section 8.2(c) of the Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Stock prior to the vesting dates set forth above. 

11. Securities Representations. The shares of Restricted Stock are being issued to the Participant and this
Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities
Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11. 

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Restricted Stock must be
held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration 

  
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statement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock and the Company is under no obligation to register the
shares of Restricted Stock (or to file a “re-offer prospectus”). 
 (c) If the Participant
is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the
Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares
of vested Restricted Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. 

12. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give
written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. 

13. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be
deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address
as the Participant may have on file with the Company. 
 14. Acceptance. As required by Section 8.2 of the Plan, the
Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee shall
provide). 
 15. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of
such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participant’s employment
or service at any time, for any reason and with or without Cause. 
 16. Transfer of Personal Data. The Participant
authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without
limitation, the administration of the Plan). This authorization and consent is freely given by the Participant. 
 17. Compliance with
Laws. The issuance of the Restricted Stock or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any 

  
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applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and
in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant to this Agreement if any
such issuance would violate any such requirements. 
 18. Section 409A. Notwithstanding anything herein or in the Plan to the
contrary, the shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. 

19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company. 

20. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be a part of this Agreement. 
 21. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 
 22.
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party
hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder. 

23. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 
 24. Acquired Rights. The
Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the
sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits
granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 
  

			
	CHARAH SOLUTIONS, INC.


 
			
		
	By:	 	  



 
			
		
	Name:	 	  



 
			
		
	Title:	 	  



 
			
	
	PARTICIPANT


 
			
	
	  





			
		
	Name:	 	  




  
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 EXHIBIT A 

Vesting Conditions for Performance Shares 
  

									
	 EBITDA % of Target

EBITDA
	  	% Annual
Vesting	 	 Total % of Performance

Shares Eligible to Vest in
Applicable Fiscal Year
	  	Period 2	 	 Period 3

	 >120.1%
	  	150%	 	37.50%	  	56.25%	 	112.50%*
	 110.1% - 120.0%
	  	140%	 	35.00%	  	52.50%	 	105.00%*
	 105.1% - 110.0%
	  	130%	 	32.50%	  	48.75%	 	97.50%
	 105%
	  	120%	 	30.00%	  	45.00%	 	90.00%
	 104%
	  	116%	 	29.00%	  	43.50%	 	87.00%
	 103%
	  	112%	 	28.00%	  	42.00%	 	84.00%
	 102%
	  	108%	 	27.00%	  	40.50%	 	81.00%
	 101%
	  	104%	 	26.00%	  	39.00%	 	78.00%
	 100%
	  	100%	 	25.00%	  	37.50%	 	75.00%
	 99%
	  	96%	 	24.00%	  	36.00%	 	72.00%
	 98%
	  	92%	 	23.00%	  	34.50%	 	69.00%
	 97%
	  	88%	 	22.00%	  	33.00%	 	66.00%
	 96%
	  	84%	 	21.00%	  	31.50%	 	63.00%
	 95%
	  	80%	 	20.00%	  	30.00%	 	60.00%
	 90.0% - 94.9%
	  	70%	 	17.50%	  	26.25%	 	52.50%
	 80.0% - 89.9%
	  	60%	 	15.00%	  	22.50%	 	45.00%
	 70.0% - 79.9%
	  	50%	 	12.50%	  	18.75%	 	37.50%
	 <70.0%
	  	0%	 	0%	  	0%	 	0%
					
	 Actual TRIR % of

Target
	  	 	 	 	  	 	 	 
	 >120.1%
	  	150%	 	12.50%	  	18.74%	 	37.49%
	 110.1% - 120.0%
	  	140%	 	11.66%	  	17.49%	 	34.99%
	 105.1% - 110.0%
	  	130%	 	10.83%	  	16.24%	 	32.49%
	 105%
	  	120%	 	10.00%	  	14.99%	 	29.99%
	 104%
	  	116%	 	9.66%	  	14.49%	 	28.99%
	 103%
	  	112%	 	9.33%	  	13.99%	 	27.99%
	 102%
	  	108%	 	9.00%	  	13.49%	 	26.99%
	 101%
	  	104%	 	8.66%	  	12.99%	 	25.99%
	 100%
	  	100%	 	8.33%	  	12.50%	 	24.99%
	 99%
	  	96%	 	8.00%	  	12.00%	 	23.99%
	 98%
	  	92%	 	7.66%	  	11.50%	 	22.99%
	 97%
	  	88%	 	7.33%	  	11.00%	 	21.99%
	 96%
	  	84%	 	7.00%	  	10.50%	 	20.99%
	 95%
	  	80%	 	6.66%	  	10.00%	 	19.99%
	 90.0% - 94.9%
	  	70%	 	5.83%	  	8.75%	 	17.49%
	 80.0% - 89.9%
	  	60%	 	5.00%	  	7.50%	 	14.99%
	 70.0% - 79.9%
	  	50%	 	4.17%	  	6.25%	 	12.50%
	 <70.0%
	  	0%	 	0%	  	0%	 	0%


	*	In no event will more than 100% of the Performance Shares set forth in the Agreement become vested. 


  
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