Form 8-K PERMA FIX ENVIRONMENTAL For: Jan 20
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Exhibit 99.4
THIRD AMENDMENT
to
2017 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT DATED JULY 27, 2017, BY AND BETWEEN PERMA-FIX ENVIRNOMENTAL SERVICES, INC. AND ROBERT FERGUSON (“PARTICIPANT”)
(“2017 NONQUALIFED STOCK OPTION AGREEMENT”)
WHEREAS, on July 27, 2017, Robert Ferguson (the “Participant”) and Perma-Fix Environmental Services, Inc. (the “Company”) entered into the 2017 Nonqualified Stock Option Agreement.
WHEREAS, Section 4 of the 2017 Nonqualified Stock Option Agreement provides that the exercise of a certain number of options is subject to attainment of the following goals: (a) Upon treatment and disposal of three (3) gallons of waste at the Company’s PFNWR facility on or before January 27, 2018, 10,000 shares of the Options shall become exercisable; (b) Upon treatment and disposal of two thousand (2,000) gallons of waste at the Company’s PFNWR facility on or before January 27, 2019, 30,000 shares of the Option shall become exercisable; and (c) Upon treatment and disposal of fifty thousand (50,000) gallons of waste at the Company’s PFNWR facility and assistance, on terms satisfactory to the Company, in preparing appropriate justifications of cost and pricing date for the waste, and obtaining a long-term commercial contract relating to the treatment, storage and disposal of waste on or before January 27, 2021, sixty thousand (60,000) shares of the Option shall become exercisable.
WHEREAS, a First Amendment to the 2017 Nonqualified Stock Option Agreement (the “First Amendment”) was approved by the Compensation and Stock Option Committee (“the Compensation Committee”) and the Board of Directors (the “Board”) of the Company on January 17, 2019, amending the date as noted for goal in letter “(b)” in Section 4 of the 2017 Nonqualified Stock Option Agreement as below:
NOW, THEREFORE, the 2017 Nonqualified Stock Option Agreement is hereby amended as follows:
| 1. | Amendment to Section 4. “The Goals. The exercise of the Options is subject to attainment of the following goals:” |
Section 4.
Letter (b) of the 2017 Nonqualified Stock Option Agreement is hereby amended by deleting the words “January 27, 2019” and substituting in lieu thereof the words “March 31, 2020.”
| 2. | Amendment to the “Cover Page” of the 2017 Nonqualified Stock Option Agreement: |
“01/27/2019” under the “Exercise Dates” is hereby amended and replaced with “03/31/2020.”
WHEREAS, a Second Amendment to the 2017 Nonqualified Stock Option Agreement (the “Second Amendment”) was approved by the Compensation Committee and the Board of the Company on March 27, 2020 amending the date as defined for goal in letter “(b)” of the 2017 Nonqualified Stock Option Agreement and amends the date as defined for goal in letter “(c)” in Section 4 of the 2017 Nonqualified Stock Option Agreement as below:
NOW, THEREFORE, pursuant to the Second Amendment to the 2017 Nonqualified Stock Option Agreement, the 2017 Nonqualified Stock Option Agreement is hereby amended and shall read as follows:
| 1. | Amendment to Section 4. “The Goals. The exercise of the Options is subject to attainment of the following goals:” |
Section 4.
Letter (b) of the 2017 Nonqualified Stock Option Agreement is hereby amended by deleting the words “March 31, 2020” and substituting in lieu thereof the words “December 31, 2021.”
Letter (c) of the 2017 Nonqualified Stock Option Agreement is hereby amended by deleting the words “January 27, 2021” and substituting in lieu thereof the words “December 31, 2022.”
| 2. | Amendment to the “Cover Page” of the 2017 Nonqualified Stock Option Agreement: |
“03/31/2020” under the “Exercise Dates” is hereby amended and replaced with “12/31/2021.”
“01/27/2021” under the “Exercise Dates” is hereby amended and replaced with “12/31/2022.”
WHEREAS, this Third Amendment to the 2017 Nonqualified Stock Option Agreement (the “Third Amendment”) was approved by the Compensation Committee and the Board of the Company on January 20, 2022 amending the date as defined for goal in letter “(b)” of the 2017 Nonqualified Stock Option Agreement and the date as defined for goal in letter “(c)” of the 2017 Nonqualified Stock Option Agreement as below. The Third Amendment was approved by the Compensation Committee and the Board to take into effect December 31, 2021:
| 1. | Amendment to Section 4. “The Goals. The exercise of the Options is subject to attainment of the following goals:” |
Section 4.
Letter (b) of the 2017 Nonqualified Stock Option Agreement is hereby amended by deleting the words “December 31, 2021” and substituting in lieu thereof the words “December 31, 2022.”
Letter (c) of the 2017 Nonqualified Stock Option Agreement is hereby amended by deleting the words “December 31, 2022” and substituting in lieu thereof the words “December 31, 2023.”
| 2. | Amendment to the “Cover Page” of the 2017 Nonqualified Stock Option Agreement: |
“12/31/2021” under the “Exercise Dates” is hereby amended and replaced with “12/31/2022.”
“12/31/2022” under the “Exercise Dates” is hereby amended and replaced with “12/31/2023.”
The 2017 Nonqualified Stock Option Agreement is hereby amended and modified by the First and Second Amendments and this Third Amendment only to the extent specifically amended or modified by the First, Second and Third Amendments. None of the other terms, conditions or provisions of the 2017 Nonqualified Stock Option Agreement is amended or modified by the First, Second and Third Amendments.
| The “Company” | ||
| PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware | ||
| corporation | ||
| By: | /s/Ben Naccarato | |
| Name: | Ben Naccarato | |
| Title: | CFO | |
| Dated: | 1/24/2022 | |
| The “Participant” | ||
| By: | /s/Robert Ferguson | |
| Name: | Robert Ferguson | |
| Dated: | 1/25/2022 | |
Exhibit 99.5
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Effective: January 1, 2022
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PURPOSE: To define the compensation plan for the Chief Executive Officer (“CEO”) and President.
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the CEO MIP MATRIX below. Effective date of plan is January 1, 2022 and incentive will be for entire year of 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 374,870 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 187,435 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 562,305 |
The Performance Incentive Compensation Paid is based on the CEO MIP MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2022 Management Incentive Plan
CEO MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 9,372 | $ | 18,744 | $ | 32,132 | $ | 45,520 | $ | 72,296 | ||||||||||
| EBITDA | 56,229 | 112,461 | 192,790 | 273,120 | 433,778 | |||||||||||||||
| Health & Safety | 14,058 | 28,115 | 28,115 | 28,115 | 28,115 | |||||||||||||||
| Permit & License Violations | 14,058 | 28,115 | 28,115 | 28,115 | 28,115 | |||||||||||||||
| $ | 93,717 | $ | 187,435 | $ | 281,152 | $ | 374,870 | $ | 562,304 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue Target for 2022, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including PF Medical. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2022, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2022. |
Work Comp. Claim Number | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2022 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s) which includes a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company. |
| Permit
and License Violations | Performance
Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2022 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Chief Executive Officer and President 2022 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Mark Duff | 1/25/2022 | |||
| Mark Duff | Date | |||
| /s/ Joseph T. Grumski | 1/25/2022 | |||
| Board of Directors | Date |
Exhibit 99.6
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Effective: January 1, 2022
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURPOSE: To define the compensation plan for the Chief Financial Officer (“CFO”).
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the CFO MIP MATRIX below. Effective date of plan is January 1, 2022 and incentive will be for entire year of 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 304,772 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 152,386 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 457,158 |
The Performance Incentive Compensation Paid is based on the CFO MIP MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2022 Management Incentive Plan
CFO MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 7,619 | $ | 15,239 | $ | 25,035 | $ | 33,743 | $ | 40,273 | ||||||||||
| EBITDA | 57,146 | 114,289 | 150,209 | 202,455 | 241,641 | |||||||||||||||
| Health & Safety | 5,714 | 11,429 | 11,429 | 11,429 | 11,429 | |||||||||||||||
| Permit & License Violations | 5,714 | 11,429 | 11,429 | 11,429 | 11,429 | |||||||||||||||
| $ | 76,193 | $ | 152,386 | $ | 198,102 | $ | 259,056 | $ | 304,772 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue Target for 2022, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including PF Medical. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2022, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2022. |
Work Comp. Claim Number | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2022 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s) which includes a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company . |
| Permit and License Violations | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2022 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Chief Financial Officer 2022 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Ben Naccarato | 1/25/2022 | ||
| Ben Naccarato | Date | ||
| /s/ Joseph T. Grumski | 1/25/2022 | ||
| Board of Directors | Date |
Exhibit 99.7
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF STRATEGIC INITIATIVES
Effective: January 1, 2022
EVP OF STRATEGIC INITIATIVES
PURPOSE: To define the compensation plan for the Executive Vice President of Strategic Initiatives (“EVP of Strategic Initiatives”).
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the EVP OF STRATEGIC INITIATIVES MIP MATRIX below. Effective date of plan is January 1, 2022 and incentive will be for entire year of 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EVP OF STRATEGIC INITIATIVES
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 253,980 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 126,990 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 380,970 |
The Performance Incentive Compensation Paid is based on the EVP OF STRATEGIC INITIATIVES MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2022 Management Incentive Plan
EVP OF STRATEGIC INITIATIVES MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 6,350 | $ | 12,699 | $ | 20,863 | $ | 28,119 | $ | 33,562 | ||||||||||
| EBITDA | 47,621 | 95,243 | 125,176 | 168,716 | 201,370 | |||||||||||||||
| Health & Safety | 4,762 | 9,524 | 9,524 | 9,524 | 9,524 | |||||||||||||||
| Permit & License Violations | 4,762 | 9,524 | 9,524 | 9,524 | 9,524 | |||||||||||||||
| $ | 63,495 | $ | 126,990 | $ | 165,087 | $ | 215,883 | $ | 253,980 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue Target for 2022, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including PF Medical. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2022, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2022. |
| Work Comp. Claim Number | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2022 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s) which includes a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company. |
| Permit and License Violations | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2022 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Executive Vice President of Strategic Initiatives 2022 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Louis Centofanti | 1/25/2022 | |||
| Dr. Louis Centofanti | Date | |||
| /s/ Joseph T. Grumski | 1/25/2022 | |||
| Board of Directors | Date |
Exhibit 99.8
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF NUCLEAR & TECHNICAL SERVICES
Effective: January 1, 2022
EXECUTIVE VICE PRESIDENT OF NUCLEAR & TECHNICAL SERVICES
PURPOSE: To define the compensation plan for the EXECUTIVE VICE PRESIDENT (“EVP”) OF NUCLEAR & TECHNICAL SERVICES.
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the EVP OF NUCLEAR & TECHNICAL SERVICES MIP Matrix below. Effective date of plan is January 1, 2022 and incentive will be for entire year of 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF NUCLEAR & TECHNICAL SERVICES
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 304,772 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 152,386 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 457,158 |
The Performance Incentive Compensation Target is based on the EVP of NUCLEAR & TECHNICAL SERVICES MIP Matrix below.
Perma-Fix Environmental Serivces, Inc.
2022 Management Incentive Plan
EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 7,619 | $ | 15,239 | $ | 21,769 | $ | 30,477 | $ | 37,008 | ||||||||||
| EBITDA | 45,716 | 91,431 | 130,617 | 182,863 | 222,048 | |||||||||||||||
| Health & Safety | 11,429 | 22,858 | 22,858 | 22,858 | 22,858 | |||||||||||||||
| Cost Performance Incentive | 11,429 | 22,858 | 22,858 | 22,858 | 22,858 | |||||||||||||||
| $ | 76,193 | $ | 152,386 | $ | 198,102 | $ | 259,056 | $ | 304,772 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue Target for 2022, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including PF Medical. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2022, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents in the Company’s Services Segment, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2022. |
Work Comp. Claim Number | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 4) | Cost Performance incentive is earned/determined by maintaining project performance metrics for all Firm Fixed Price task orders and projects to include monitoring Cost Performance Index (CPI) based on recognized earned value calculations. As defined through monthly project reviews, all CPI metrics should exceed 1.0 for Nuclear Services Projects. A cumulative CPI (CCPI) will be calculated from all fixed cost contracts. The following CCPI and corresponding Performance Target Thresholds have been established for annual incentive compensation plan calculation for 2022. |
CPI (if CCPI is) | Performance Target Achieved | |||
| 0.75-0.89 | 75%-89 | % | ||
| 0.90-1.10 | 90%-110 | % | ||
| 1.11-1.29 | 111%-129 | % | ||
| 1.30-1.50 | 130%-150 | % | ||
| >1.50 | >150 | % |
| 5) | No performance incentive compensation will be payable for achieving the health and safety, and CPI, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned EVP OF NUCLEAR & TECHNICAL SERVICES 2022 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Andy Lombardo | 1/25/2022 | |
| Andrew Lombardo | Date | |
| /s/ Joseph T. Grumski | 1/25/2022 | |
| Board of Directors | Date |
Exhibit 99.9
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF WASTE TREATMENT OPERATIONS
Effective: January 1, 2022
EXECUTIVE VICE PRESIDENT OF WASTE TREATMENT OPERATIONS
PURPOSE: To define the compensation plan for the EXECUTIVE VICE PRESIDENT (“EVP”) OF WASTE TREATMENT OPERATIONS.
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the EVP OF WASTE TREATMENT OPERATIONS MIP Matrix below. Effective date of plan is January 1, 2022 and incentive will be for entire year of 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF WASTE TREATMENT OPERATIONS
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 261,233 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 130,617 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 391,850 |
The Performance Incentive Compensation Target is based on the EVP of WASTE TREATMENT OPERATIONS MIP Matrix below.
Perma-Fix Environmental Serivces, Inc.
2022 Management Incentive Plan
EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 6,531 | $ | 13,062 | $ | 18,660 | $ | 26,123 | $ | 31,721 | ||||||||||
| EBITDA | 39,185 | 78,371 | 111,958 | 156,741 | 190,328 | |||||||||||||||
| Health & Safety | 9,796 | 19,592 | 19,592 | 19,592 | 19,592 | |||||||||||||||
| Permit & License Violations | 9,796 | 19,592 | 19,592 | 19,592 | 19,592 | |||||||||||||||
| $ | 65,308 | $ | 130,617 | $ | 169,802 | $ | 222,048 | $ | 261,233 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue Target for 2022, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including PF Medical. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2022, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents in the Company’s Services Segment, as provided by the Company’s Worker’s Compensation carrier. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2022. |
Work Comp. Claim Number | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2022 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s) which includes a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company . |
| Permit and License Violations | Performance Target Achieved | |||
| 3 | 75%-89 | % | ||
| 2 | 90%-110 | % | ||
| 1 | 111%-129 | % | ||
| 1 | 130%-150 | % | ||
| 1 | >150 | % | ||
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violations, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2022. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on final Form 10-K financial statement.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned EVP OF WASTE TREATMENT OPERATIONS 2022 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Richard Grondin | 1/25/2022 | |||
| Richard Grondin | Date | |||
| /s/ Joseph T. Grumski | 1/25/2022 | |||
| Board of Directors | Date |
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