What changed in this filing

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Item 9A. Controls and Procedures

2021-03-29 compared with 2020-03-20 · 1227 added, 908 removed, 992 unchanged (68% of the section changed)

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Executive Vice President (“EVP”) of Strategic Initiatives;

President of Perma-Fix Medical (“PF Medical”)

President of Perma-Fix

Medical (“PF Medical”)

Honorable Joe R.

Honorable Zach P.

director is elected to serve until the next annual meeting of stockholders.

Stanley Robert Cochran, who had served on the Company’s Board of Director since January 2017, resigned from the Board

effective October 18, 2019.

Cochran’s decision to resign from the Board was based on personal reasons and was not

as a result of any disagreement with the Company or due to any matter relating to the Company’s operations, policies

or practices.

Grumski was unanimously elected by the Board effective February 4, 2020 to fill the board vacancy left by Mr.

Cochran’s

Bostick was unanimously elected by the Board effective August 10, 2020 to fill a Board vacancy.

Grumski was unanimously elected by the Board effective February 4, 2020 to fill a Board vacancy.

directors and executive officers, their ages, the positions with us held by each of them, the periods during which they have served

in such positions and a summary of their recent business experience is set forth below.

in such positions and a summary of their recent business experience are set forth below.

Each of the biographies of the current

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Centofanti was appointed to the position of President of PF Medical

and is no longer a member of the Supervisory Board of PF Medical (a position he had held since June 2, 2015).

From March 1996

to September 8, 2017 and from February 1991 to September 1995, Dr.

and no longer a member of the Supervisory Board of PF Medical (a position he had held since June 2, 2015).

From March 1996 to

September 8, 2017 and from February 1991 to September 1995, Dr.

Centofanti held the position of President and Chief Executive

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Prizker to serve on the U.S.

Department of Commerce’s Civil Nuclear Trade Advisory Committee (CINTAC).

The CINTAC is composed

of industry representatives from the civil nuclear industry and meets periodically throughout the year to discuss the critical

trade issues facing the U.S.

Department of Commerce’s Civil Nuclear Trade Advisory Committee (“CINTAC”).

CINTAC is composed of industry representatives from the civil nuclear industry and meets periodically throughout the year to discuss

the critical trade issues facing the U.S.

civil nuclear sector.

From 1985 until joining the Company, Dr.

Centofanti served as Senior Vice President

(“SVP”) of USPCI, Inc., a large publicly-held hazardous waste management company, where he was responsible for managing

the treatment, reclamation and technical groups within USPCI.

In 1981, he and Mark Zwecker founded PPM, Inc.

(later sold to USPCI),

a hazardous waste management company specializing in treating PCB-contaminated oil.

From 1978 to 1981, Dr.

Centofanti served as

Regional Administrator of the U.S.

Department of Energy for the southeastern region of the United States.

Centofanti has a

in Chemistry from the University of Michigan, and a B.S.

Senior Vice President (“SVP”) of USPCI, Inc., a large publicly-held hazardous waste management company, where he was

responsible for managing the treatment, reclamation and technical groups within USPCI.

In 1981, he and Mark Zwecker, a current

Board member of the Company, founded PPM, Inc.

(later sold to USPCI), a hazardous waste management company specializing in treating

PCB-contaminated oil.

From 1978 to 1981, Dr.

Centofanti served as Regional Administrator of the U.S.

Department of Energy for

the southeastern region of the United States.

Centofanti has a Ph.D.

in Chemistry from the University of Michigan,

in Chemistry from Youngstown State University.

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Centofanti to optimize

our role in this competitive, evolving market, and led the Board to conclude that he should serve as

our role in this competitive, evolving market, and led the Board to conclude that he should serve as a director.

August 10, 2020, Mr.

Bostick was unanimously elected by the Board to serve as a member of the Company’s Board of Directors.

Bostick is currently the CEO of Bostick Global Strategies, LLC, a position he has held since July 2016.

Bostick Global Strategies,

LLC provides strategic advisory support in the areas of Engineering, Environmental Sustainability, Human Resources, Biotechnology,

Education, Executive Coaching, and Agile Project Management.

In February 2021, Mr.

Bostick was selected by U.

Reed, Chairman of the Senate Armed Services Committee, to serve as a member of a new commission consisting of eight appointed

individuals, tasked with renaming Confederate-named military bases and property.

Bostick previously served as the Chief Operating

Officer (“COO”) and President of Intrexon Bioengineering from November 2017 to February 2020, a division of Intrexon

Corporation (formerly NASDAQ:

Intrexon Bioengineering addresses

global challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered

solutions to improve sustainability and efficiency.

As the COO and President of Intrexon Bioengineering, Mr.

Bostick oversaw

operations across the company’s multiple technology divisions, driving efficiency and effectiveness in the application of

the company’s assets toward its development projects, and led a major restructuring of Intrexon Corporation.

is a member of the board of HireVue, Inc., a privately-held company specializing in online video interviewing services for employers,

and Streamside Systems, Inc., a privately-held, veteran-led company that provides

services and solutions for global water resource problems .

In October 2020, Mr.

was appointed to the board of CSX Corporation (NASDAQ:

CSX), a publicly-held rail transportation company, where in December 2020

he was appointed to serve as a member of both the Finance Committee and the Governance Committee.

In addition to Mr.

Bostick’s

service on the boards of for profit companies, he has since November 2016 also served on the board of American Corporate Partners,

a 501(c)(3) nonprofit organization dedicated to assisting U.S.

veterans in their transition from the armed services to the civilian

Bostick has also had a distinguished career in the U.S.

military, retiring from the US Army in July 2016 with the rank of Lieutenant

During his distinguished military career, he served

as the 53rd U.S.

Army Chief of Engineers and the Commanding General of the U.S.

Army Corps of Engineers (USACE).

As the senior

military officer of the Army Corps of Engineers, General Bostick was responsible for overseeing and supervising most of the Nation’s

civil works infrastructure and military construction, hundreds of environmental protection projects, as well as managing 34,000

civilian employees and military personnel in over 110 countries around the world with a $25 billion annual budget.

of Engineers, General Bostick

led a $5 billion recovery

program after Superstorm Sandy.

his command of USACE, General

Bostick served in a variety

of command and staff assignments with the U.S.

Army both in the U.S.

and abroad, including as Deputy Chief of Staff, G-1, Personnel,

Commanding General, U.S.

Army Recruiting Command;

Assistant Division Commander, 1st Cavalry Division;

Executive Officer

to the Chief of Engineers;

Executive Officer to the Army Chief of Staff;

and Deputy Director of Operations for the National Military

Command Center, J-3, the Joint Staff in the Pentagon.

Bostick’s military honors and decorations

include the Distinguished Service Medal, the Defense Superior Service Medal, the Bronze Star, the Legion of Merit with two oak

leaf clusters, the Defense Meritorious Service Medal, the Meritorious Service Medal with four oak leaf clusters, the Joint Service

Commendation Medal, the Army Commendation Medal, the Army Achievement Medal with one oak leaf cluster, the Combat Action Badge,

the U.S Parachutist badge, the Army Recruiter Badge, and the Ranger Tab.

a White House Fellow, one of America’s most prestigious programs for leadership and public service, General Bostick was

a special assistant to the Secretary of Veterans Affairs .

He graduated with a Bachelor of Science degree from the U.S.

Military Academy at West Point and later returned to the Academy

to serve as an Associate Professor of Mechanical Engineering.

He holds Master’s degrees in Civil Engineering and Mechanical

Engineering from Stanford University and a Doctorate in Systems Engineering from George Washington University.

He is a Member

of the National Academy of Engineering and the National Academy of Construction.

Bostick’s distinguished career in both the government and private sectors brings valuable experience and insight into solving

complex issues domestically and globally.

extensive knowledge and problem-solving experiences enhance the Board’s ability to address significant challenges in the

nuclear market and led the Board to conclude that he should serve as a director.

February 4, 2020, Mr.

Grumski was unanimously elected by the Board as a director to fill the vacancy left by Mr.

Cochran’s

resignation effective October 18, 2019.

May 2013, Mr.

Grumski has been President and CEO and a board member of TAS Energy Inc.

(“TAS”), a company that delivers

efficient modular systems manufactured offsite and utilized in power, data centers, industrial and commercial applications.

has successfully managed over 400 projects in over 32 countries.

Grumski was unanimously elected by the Board as a director to fill a vacancy on the Board.

From May 2013

through March 2020, Mr.

Grumski served as President and CEO and a board member of TAS Energy Inc.

(“TAS”), a privately-held

company that delivers efficient modular systems manufactured offsite and utilized in power, data centers, industrial and commercial

applications.

TAS has successfully managed over 400 projects in over 32 countries.

In April 2020, TAS was acquired by Comfort

Systems USA, Inc.

FIX), and now operates as a wholly-owned subsidiary of that company.

Comfort Systems USA.

is a publicly-held

company that provides mechanical and electrical contracting services in 139 locations in 114 cities throughout the United States.

Grumki continues to serve as the President and CEO of TAS.

From 1997 to February 2013, Mr.

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SAIC’s E2I commercial subsidiary and Business Unit is comprised of approximately

5,200 employees performing over $1.1B of services for federal, commercial, utility and state customers.

Grumski’s many

accomplishments with SAIC included growing SAIC’s $300M federal environmental business to a top ranked, $1.1B business;

receiving National Safety Council “Industry Leader”

5,200 employees performing over $1.1 billion of services for federal, commercial, utility and state customers.

Grumski’s

many accomplishments with SAIC included growing SAIC’s $300 million federal environmental business to a top ranked, $1.1

billion business;

receiving the National Safety Council “Industry Leader”

award in 2009;

and receiving highest senior executive performance

rating three years in a row.

Grumski began his career with Gulf Oil Company and has progressed through senior level engineering,

operations management, and program management positions with various companies, including Westinghouse Electric Corporation and

Lockheed Martin, Inc.

and receiving highest senior

executive performance rating three years in a row.

Grumski began his career with Gulf Oil Company and has progressed through

senior level engineering, operations management, and program management positions with various companies, including Westinghouse

Electric Corporation and Lockheed Martin, Inc.

Grumski received a B.S.

in Mechanical Engineering from The University of Pittsburgh and a M.S in Mechanical

Engineering from West Virginia University.

in Mechanical Engineering from The University of Pittsburgh

and a M.S in Mechanical Engineering from West Virginia University.

Grumski has had an extensive career in solving and overseeing solutions to complex issues involving both domestic and international

In addition, his extensive services to the government sector as well the commercial sector provide solid experience

for the continuing growth of the Company’s Treatment and Services Segment.

His extensive knowledge and problem-solving experiences

enhance the Board’s ability to address significant challenges in the nuclear market, and led the Board to conclude that

he should serve as s director.

In addition, his extensive experience in companies that provide services to the government sector as well as his experience

in the commercial sector provide solid experience for the continuing growth of the Company’s Treatment and Services Segment.

Grumski’s extensive knowledge and problem-solving experiences, executive operational leadership experience and governance

experience enhance the Board’s ability to address significant challenges in the nuclear market, and led the Board to conclude

that he should serve as a director.

Honorable Joe R.

Reeder, a director since 2003, is a principal shareholder in the law firm of Greenberg Traurig LLP, one of the nation’s

largest U.S.-based law firms, with 41 offices and approximately 2,200 attorneys worldwide, and served as Shareholder-in-Charge

of the Mid-Atlantic Region of the law firm from 1999 to 2008.

Reeder’s clientele includes celebrities, sovereign nations,

largest U.S.-based law firms, with 41 offices and 2,200 attorneys worldwide, for which Mr.

Reeder served as Shareholder-in-Charge

of the law firm’s Mid-Atlantic Region (1999-2008).

His clientele includes celebrities, heads of state, sovereign nations,

international corporations, and law firms.

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He has served on the boards of the National Defense

Industry Association (“NDIA”), chairing NDIA’s Ethics Committee, the Armed Services YMCA, and many other private

companies and charitable organizations.

After successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine,

Reeder served seven years as Chairman of two Commonwealth of Virginia military boards, and ten years on the Board of Governors

of United Service Organizations (USO).

Industry Association (“NDIA”), chairing NDIA’s Ethics Committee, the Armed Services YMCA, the Marshall Legacy

Institute, and many other private companies and charitable organizations.

After successive 4-year appointments by Virginia Governors

Mark Warner and Tim Kaine, Mr.

Reeder served seven years as Chairman of two Commonwealth of Virginia military boards, and 10 years

on the USO Board of Governors.

Reeder was appointed by Governor Terry McAuliffe to the Virginia Military Institute’s

Board of Visitors (2014), and reappointed in 2018 by current Virginia Governor Ralph Northam.

Reeder is also a television

commentator on legal and national security issues.

Among other corporate positions, he has been a director since September 2005

for ELBIT Systems of America, LLC, a subsidiary of Elbit Systems Ltd.

ESLT), that provides product and system solutions

focusing on defense, homeland security, and commercial aviation.

Reeder served on the Washington First Bank board from 2004

to 2017, and, since January 2018, has served on the board of Sandy Spring Bancorp, Inc.

SASR), and, since April 2018,

its Audit Committee.

Reeder, who has been a television

commentator on legal and national security issues, has consistently been named a Super Lawyer for Washington, D.C., most recently

Among other corporate positions, he’s been a director since September 2005 for ELBIT Systems of America, LLC, a

subsidiary of Elbit Systems Ltd.

ESLT), a publicly-held company that provides product and system solutions focusing on

defense, homeland security, and commercial aviation.

Reeder served on the Washington First Bank (“WFB”) board

from 2004 to 2017, and, since January 2018, has served on the board of Sandy Spring Bancorp, Inc.

SASR), which acquired

WFB in January 2018.

Since April 2018, Mr.

Reeder has served on the Audit Committee of Sandy Spring Bancorp, Inc.

Reeder was appointed to the Advisory Council Bid Protest Committee to the United States Court of Federal Claims.

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from Georgetown University.

Reeder’

career has focused on solving and overseeing solutions to complex domestic and international issues.

His problem-solving

experience has enhanced the Board’s ability to address major challenges in the nuclear market, as well as day-to-day corporate

These factors led the Board to conclude that he should serve as a director.

Reeder’s career has focused on solving and overseeing solutions to complex domestic and international issues.

This experience

has enhanced the Board’s ability to address major challenges in the nuclear market, as well as day-to-day corporate challenges,

which is why the Board values his service as a director.

Shelton, a director since July 2006, has also held the position of Chairman of the Board of the Company since December 16, 2014.

Shelton served as the Chief Financial Officer (“CFO”) of S K Hart Management, LLC, a private investment management

company (“S K Hart Management”), from 1999 until August 31, 2018, when he resigned from his duties as CFO to pursue

personal interests.

Shelton remains an employee of and provides advisory services to S K Hart Management.

Shelton served

as President of Pony Express Land Development, Inc.

(an affiliate of SK Hart Management), a privately held land development company,

from January 2013 to until August 2017, and has served on its board since December 2005.

In March 2012, he was appointed Director

and CFO of S K Hart Ranches (PTY) Ltd, a private South African Company involved in agriculture.

Shelton served as a member

of the Supervisory Board of PF Medical from April 2014 to December 2016.

Shelton has over 19 years of experience as an executive

financial officer for several waste management companies, including as CFO of Envirocare of Utah, Inc.

company (“S K Hart Management”), from 1999 until August 2018.

Shelton served as President of Pony Express Land

Development, Inc.

(an affiliate of SK Hart Management), a privately held land development company, from January 2013 until August

2017, and has served on its board since December 2005.

Shelton served as Director and CFO of S K Hart Ranches (PTY) Ltd, a

private South African Company involved in agriculture, from March 2012 to March 2020.

Shelton continues to provide advisory

services to S K Hart Ranches (PTY) Ltd.

Shelton served as a member of the Supervisory Board of PF Medical from April 2014

to December 2016.

Shelton has over 20 years of experience as an executive financial officer for several waste management companies,

including as CFO of Envirocare of Utah, Inc.

(now EnergySolutions, Inc.

(1995–1999)), a privately held nuclear waste services company, and as CFO of USPCI, Inc.

(1982–1987), then a NYSE-

listed public company engaged in the hazardous waste business.

(1995–1999)), a privately held nuclear waste services

company, and as CFO of USPCI, Inc.

(1982–1987), then a NYSE- listed public company engaged in the hazardous waste business.

Since July 1989, Mr.

Shelton has served on the board of Subsurface

Technologies, Inc., a privately held company specializing in providing environmentally sound innovative solutions for water well

rehabilitation and development.

Shelton has served on the board of Subsurface Technologies, Inc., a privately held company specializing in

providing environmentally sound innovative solutions for water well rehabilitation and development.

Shelton has a B.A.

in accounting from the University of Oklahoma.

accounting from the University of Oklahoma.

his years of accounting experience as CFO for various companies, including a number of waste management companies, Mr.

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and overseeing financial reporting processes and business matters.

These factors led the Board to conclude

that he should serve as a director.

These factors led the Board to conclude that he should serve

as a director.

Honorable Zach P.

Wamp, a director since January 2018, is currently the President of Zach Wamp Consulting, a position he has held since 2011.

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business career has also included work in the real estate sector for a number of years as a licensed industrial-commercial real

estate broker where he was named Chattanooga’s Small Business Person of the Year.

He is a founding partner in Learning Blade,

the nation’s premiere STEM education platform, which is now operating at some level in 28 states.

estate broker, for which he was named Chattanooga’s Small Business Person of the Year.

He is a founder and Board Chair of

Learning Blade, the nation’s premiere STEM education platform, which is now operating statewide in six states with deployment

in another 10 states.

Learning Blade is owned and operated by SAI Interactive, Inc., d/b/a Thinking Media, a privately-held educational

products and services company.

Wamp has an extensive career in solving and overseeing solutions to complex issues involving domestic concerns.

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His extensive knowledge and problem-solving expertise enhance the Board’s

ability to address significant challenges in the nuclear market, and led the Board to conclude that

he should serve as a director.

ability to address significant challenges in the nuclear market, and led the Board to conclude that he should serve as a director.

Zwecker, a director since the Company’s inception in January 1991, previously served as the CFO and a board member for JCI

from 2013 until his retirement on December 31, 2019.

is a telecommunications company and wholly-owned subsidiary

of Japan Communications, Inc.

from 2013 to 2019.

is a telecommunications company and wholly-owned subsidiary of Japan Communications, Inc.

(Tokyo Stock Exchange (Securities Code:

9424)), which provides cellular service for M2M (machine

to machine) applications.

From 2006 to 2013, Mr.

Zwecker served as Director of Finance for Communications Security and Compliance

Technologies, Inc., a wholly-owned subsidiary of JCI US Inc.

9424)), which provides cellular service for M2M (machine to machine) applications.

2006 to 2013, Mr.

Zwecker served as Director of Finance for Communications Security and Compliance Technologies, Inc., a wholly-owned

subsidiary of JCI US Inc.

that develops security software products for the mobile workforce.

From 1997 to 2006, Mr.

Zwecker served as President of ACI Technology, LLC, an IT services provider, and from 1986 to 1998, he

served as Vice President of Finance and Administration for American Combustion, Inc., a combustion technology solutions provider.

In 1983, with Dr.

Zwecker served

as President of ACI Technology, LLC, a privately-held IT services provider, and from 1986 to 1998, he served as Vice President

of Finance and Administration for American Combustion, Inc., a privately-held combustion technology solutions provider.

Centofanti, Mr.

Zwecker co-founded a start-up, PPM, Inc., a hazardous waste management company.

with PPM, Inc.

He remained with PPM,

until its acquisition in 1985 by USPCI.

Zwecker has a B.S.

in Industrial and Systems Engineering from the Georgia

Institute of Technology and an M.B.A.

in Industrial and Systems Engineering from the Georgia Institute

of Technology and an M.B.A.

from Harvard University.

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Zwecker’s experience and background position him well to serve as a member of our Board.

These factors led

the Board to conclude that he should serve as a director.

These factors led the Board

to conclude that he should serve as a director.

LEADERSHIP STRUCTURE

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have a separately designated standing Audit Committee of our Board established in accordance with Section 3(a)(58)(A) of the Exchange

The members of the Audit Committee are Mark A.

Members of the Audit Committee are Mark A.

Zwecker (Chairperson), Larry M.

Shelton, and Zach Wamp, who replaced Stanley

Robert Cochran as a member of the Audit Committee effective October 18, 2019 upon Mr.

Cochran’s resignation from the Board

effective on such date.

Shelton, and Joseph T.

Grumski, who replaced Zach

Wamp as a member of the Audit Committee effective April 16, 2020.

Board has determined that each of our Audit Committee members is and was independent within the meaning of the rules of the NASDAQ

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Centofanti is not deemed to be an “independent director”

because of his employment as a senior executive

of the Company.

because of his employment as an executive

officer of the Company.

AND STOCK OPTION COMMITTEE

Compensation and Stock Option Committee (“Compensation Committee”) reviews and recommends to the Board the compensation

Compensation and Stock Option Committee (the “Compensation Committee”) reviews and recommends to the Board the compensation

and benefits of all of the Company’s officers and reviews general policy matters relating to compensation and benefits of

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No compensation consultant was employed during 2020.

Members of the Compensation Committee are Larry

Members of the Compensation Committee during

2020 were Larry M.

Shelton (Chairperson), Joe R.

Reeder, and Mark A.

None of the members of the Compensation Committee has been an officer

or employee of the Company or has had any relationship with the Company requiring disclosure under applicable Commission regulations.

Effective January 21, 2021, Joseph T.

Grumski replaced

Shelton as the Chairperson and a member of the Compensation Committee and Zach P.

Wamp replaced Joe R.

Reeder as a member

of the Compensation Committee.

None of the members of the Compensation Committee has been or is an officer or employee of the

Company or has had or has any relationship with the Company requiring disclosure under applicable Commission regulations.

GOVERNANCE AND NOMINATING COMMITTEE

have a separately-designated standing Corporate Governance and Nominating Committee (“Nominating Committee”).

of the Nominating Committee are Joe R.

have a separately-designated standing Corporate Governance and Nominating Committee (the “Nominating Committee”).

Members of the Nominating Committee during 2020 were Joe R.

Reeder (Chairperson), Zach P.

Wamp, and Larry M.

Shelton, who replaced Stanley Robert Cochran

as a member of the Nominating Committee effective October 18, 2019 upon Mr.

Cochran’s resignation from the Board.

of the Nominating Committee are and were “independent”

January 21, 2021, Mr.

Bostick replaced Larry M.

Shelton as a member of the Nominating Committee.

All members of the Nominating

Committee are and were “independent”

as that term is defined by current NASDAQ listing standards.

Nominating Committee recommends to the Board candidates to fill vacancies on the Board and the nominees for election as the directors

at each annual meeting of stockholders.

In making such recommendation, the Nominating Committee takes into account information

provided to them from the candidate, as well as the Nominating Committee’s own knowledge and information obtained through

inquiries to third parties to the extent the Nominating Committee deems appropriate.

The Company’s Amended and Restated

Bylaws, as amended (the “Bylaws”), sets forth certain minimum director qualifications to qualify for nomination for

elections as a Director.

To qualify for nomination or election as a director, an individual must:

Nominating Committee recommends to the Board of Directors candidates to fill vacancies on the Board and the nominees for election

as directors at each annual meeting of stockholders.

In making such recommendation, the Nominating Committee takes into account

information provided to them from the candidate, as well as the Nominating Committee’s own knowledge and information obtained

through inquiries to third parties to the extent the Nominating Committee deems appropriate.

The Company’s Bylaws sets forth

certain minimum director qualifications to qualify for nomination for election as a director.

To qualify for nomination or for

election as a director, an individual must:

an individual at least 21 years of age who is not under legal disability;

the ability to be present, in person, at all regular and special meetings of the Board;

the ability to be present, in person, at all regular and special meetings of the Board of Directors;

serve on the boards of more than three other publicly-held companies;

the director qualification requirements of all environmental and nuclear commissions, boards or similar regulatory or law

enforcement authorities to which the Corporation is subject so as not to cause the Corporation to fail to satisfy any of the

licensing requirements imposed by any such authority;

enforcement authorities to which the Company is subject so as not to cause the Company to fail to satisfy any of the licensing

requirements imposed by any such authority;

be affiliated with, employed by or a representative of, or have or acquire a material personal involvement with, or material

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have been convicted of a felony or of any misdemeanor involving moral turpitude;

been nominated for election to the Board in accordance with the terms of the Bylaws.

addition to the minimum director qualifications mentioned above, each candidate’s qualifications are also reviewed to include:

of integrity, personal ethics and value, commitment, and independence of thought and judgment;

been nominated for election to the Board of Directors in accordance with the terms of the Bylaws.

addition to the minimum director qualifications as mentioned above, in order for any proposed nominee to be eligible to be a candidate

for election to the Board, such candidate must deliver to the Nominating Committee a completed questionnaire with respect to the

background, qualifications, stock ownership and independence of such proposed nominee.

The Nominating Committee reviews each candidate’s

qualifications to include considerations of:

of integrity, personal ethics and values, commitment, and independence of thought and judgment;

to represent the interests of the Company’s stockholders;

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nominees for directors.

however, the Company believes that the backgrounds and qualifications of the directors, considered as

a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill

its responsibilities.

However, d iversity is one of the many factors taken into account

when considering potential candidates to serve on the Board of Directors.

The Company generally views and values diversity from

the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we

The Company recognizes that diversity in professional and life experiences may include consideration of gender, race,

cultural background or national origin, in identifying individuals who possess the qualifications that the Nominating Committee

believes are important to be represented on the Board.

The Company believes that the inclusion of diversity as one of many factors

considered in selecting director nominees is consistent with the Company’s goal of creating a board of directors that best

serves our needs and those of our shareholders.

have been no changes to the stockholder nomination process since the Company’s last proxy statement.

The procedure for stockholder

nominees to the Board is set out below.

Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board from

stockholders who meet each of the requirements set forth in the Bylaws, including, but not limited to, the requirements that any

such stockholder own at least 1% of the Company’s shares of the Common Stock entitled to vote at the meeting on such election,

has held such shares continuously for at least one full year, and continuously holds such shares through and including the time

of the annual or special meeting.

Nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders,

or at any Special Meeting of Stockholders called for the purpose of electing directors.

Any stockholder nomination (“Proposed

Nominee”) must comply with the requirements of the Bylaws and the Proposed Nominee must meet the minimum qualification requirements

as discussed above.

For a nomination to be made by a stockholder, such stockholder must provide advance written notice to the

Nominating Committee, delivered to the Company’s principal executive office address (i) in the

case of an Annual Meeting of Stockholders, no later than the 90th day nor earlier than the 120th day prior to the anniversary

date of the immediately preceding Annual Meeting of Stockholders;

and (ii) in the case of a Special Meeting of Stockholders called

for the purpose of electing directors, not later than the 10th day following the day on which public disclosure of the date of

the Special Meeting of Stockholders was made.

nominees to the Board of Directors is set out below.

Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board of Directors

from stockholders who meet each of the requirements set forth in the Bylaws, including, but not limited to, the requirements that

any such stockholder own at least 1% of the Company’s shares of the Common Stock entitled to vote at the meeting on such

election, has held such shares continuously for at least one full year, and continuously holds such shares through and including

the time of the annual or special meeting.

Nominations of persons for election to the Board of Directors may be made at any Annual

Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors.

Any stockholder

nomination (“Proposed Nominee”) must comply with the requirements of the Company’s Bylaws and the Proposed Nominee

must meet the minimum qualification requirements as discussed above.

For a nomination to be made by a stockholder, such stockholder

must provide advance written notice to the Nominating Committee, delivered to the Company’s principal executive office address

(i) in the case of an Annual Meeting of Stockholders, no later than the 90 th day nor earlier than the 120 th

day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders;

and (ii) in the case of a Special

Meeting of Stockholders called for the purpose of electing directors, not later than the 10 th day following the day

on which public disclosure of the date of the Special Meeting of Stockholders is made.

Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed Nominee’s disclosure and compliance

requirements in accordance with the Company’s Bylaws.

If the Board, upon the recommendation of the Nominating Committee,

determines that a nomination was not made in accordance with the Bylaws, the Chairman of the Meeting shall declare the nomination

defective and it will be disregarded.

If the Board of Directors, upon the recommendation of the Nominating

Committee, determines that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting

shall declare the nomination defective and it will be disregarded.

ADVISORY COMMITTEE

have a separately designated S trategic Advisory Committee (the “Strategic Committee”).

The primary functions of the Strategic Committee are to investigate and evaluate strategic alternatives available to the Company

and to work with management on long-range strategic planning and identification of potential new business opportunities.

of the Strategic Advisory Committee are Dr.

Louis Centofanti (who became a member and Chairperson of the committee to replace

Stanley Robert Cochran, who resigned as a board member effective October 18, 2019), Joe R.

have a separately designated Strategic Advisory Committee (the “Strategic Committee”).

The primary functions of the

Strategic Committee are to investigate and evaluate strategic alternatives available to the Company and to work with management

on long-range strategic planning and identification of potential new business opportunities.

The members of the Strategic Advisory

Committee are Dr.

Louis Centofanti (Chairperson), Joe R.

Reeder, Mark A.

Zwecker, and Larry

The Strategic Advisory Committee does not have a charter.

Zwecker, and Larry M.

The Strategic Advisory

Committee does not have a charter.

OFFICERS OF THE REGISTRANT

2 unchanged sentences

EVP, and Secretary;

CFO of PF Medical

CFO and member of the Management Board of PF Medical

Louis Centofanti

2 unchanged sentences

Andrew Lombardo

of Nuclear and Technical Services, Supervisory Board of PF Medical

Mark Duff was appointed President and CEO by the Company’s Board on September 8, 2017, succeeding Dr.

Louis Centofanti.

In September 2016, Mr.

Duff was named as the Chief Operating Officer (“COO”) of the Company and continued to serve

as EVP of the Company, a position he had held since joining the Company in June 2016.

Duff has over 30 years of management

and technical experience in the U.S Department of Energy (“DOE”) and U.S.

Department of Defense (“DOD”)

environmental and construction markets as a corporate officer, senior project manager, co-founder of a consulting firm, and federal

For the immediate five years prior to joining the Company in June 2016, Mr.

Duff was responsible for the successful

completion of over 70 performance-based projects at the Paducah Gaseous Diffusion Plant (“PGDP”) in Paducah, KY.

the PGDP, he served as the Project Manager for the Paducah Remediation Contract, which was a five-year project with a total value

of $458 million.

Prior to the PGDP project, Mr.

Duff was a senior manager supporting Babcock and Wilcox (“B&W”),

leading several programs that included building teams to solve complex technical problems.

These programs included implementation

of the American Recovery and Reinvestment Act (“ARRA”) at the DOE Y-12 facility with a $245 million budget for new

cleanup projects completed over a two-year period.

During this period, Mr.

Duff served as project manager leading a team of senior

experts in support of Toshiba Corporation in Tokyo, Japan to integrate United States technology in the recovery of the Fukushima

Daiichi Nuclear Reactor disaster.

Prior to joining B&W, Mr.

Duff served as the president of Safety and Ecology Corporation

(“SEC”).

As President of SEC, he helped grow the company from $50 million to $80 million in annual revenues with significant

growth in infrastructure, marketing, and client diversification.

Duff has an MBA from the University of Phoenix and received

from the University of Alabama.

of Nuclear and Technical Services;

Member of the Supervisory Board of PF Medical

Richard Grondin

of Waste Treatment Operations;

Member of the Supervisory Board of PF Medical

Mark Duff has held the position of President and CEO of the Company since September 2017.

Since joining the Company in June 2016

and prior to being named the President and CEO, Mr.

Duff held the positions of Chief Operating Officer and Executive Vice President

of the Company.

Since joining Perma-Fix, Mr.

Duff has developed and implemented strategies to meet aggressive growth objectives

in both the Treatment and Services Segments.

In the Treatment Segment, he has upgraded each facility to increase efficiency and

modernize treatment capabilities to meet the changing markets associated with the waste management industry.

In the Services Segment,

which encompasses all field operations, he has completed the revitalization of business development programs which has resulted

in increased competitive procurement effectiveness and broadened the market penetration within both the commercial and government

Both of these implemented strategies have contributed to continuous growth in revenues and profitability.

over 30 years of management and technical experience in the U.S Department of Energy (“DOE”) and U.S.

Department of

Defense (“DOD”) environmental and construction markets as a corporate officer, senior project manager, co-founder

of a consulting firm, and federal employee.

Duff has an MBA from the University of Phoenix and received his B.S.

University of Alabama.

Ben Naccarato

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Management Accountant (CPA, CMA).

March 3, 2021, Mr.

Naccarato was appointed to serve as an independent director of PyroGenesis Canada, Inc., a high-tech company

involved in the design, development, manufacture and commercialization of advanced plasma processes and products and whose stock

is listed for trading on the Toronto (PYR) and NASDAQ (PYR) Stock Exchange.

Effective March 11, 2021, Mr.

Naccarato was appointed

to serve as a member of both the Audit and Compensation Committee of PyroGenesis.

Louis Centofanti

2 unchanged sentences

in this section for information on Dr.

(“Andy”) Lombardo

January 16, 2020, the Company’s Board elected Mr.

Andrew (“Andy”) Lombardo

January 16, 2020, the Company’s Board appointed Mr.

Lombardo to the position of EVP of Nuclear and Technical Services and

2 unchanged sentences

Lombardo has held various positions within the Company’s

Services Segment, including Senior Vice President of Nuclear and Technical Services.

Services Segment, including SVP of Nuclear and Technical Services.

Since May 2019, Mr.

Lombardo has served

as a member of the Supervisory Board of PF Medical.

Lombardo has served as a member of the

Supervisory Board of PF Medical.

Lombardo, a Certified Health Physicist (“CHP”), has over 35 years of management and technical experience in the commercial

3 unchanged sentences

Lombardo held the position of Vice President of Technical Services for

Safety and Ecology Corporation (“SEC”), a subsidiary of a publicly traded environmental services company, prior to

the acquisition of SEC by the Company in 2011.

Safety and Ecology Corporation (“SEC”), a subsidiary of Homeland Security Capital Corporation, a publicly traded environmental

services company, prior to the acquisition of SEC by the Company in 2011.

In his positions with both the Company and SEC, Mr.

Lombardo procured and performed

greater than $20M a year in health physics and radioactive material management projects across the DOE and DOD complex while managing

a professional staff of engineers and health physicists and an instrumentation laboratory.

Prior to his employment with the Company

and SEC, he managed decommissioning projects for two engineering firms which included the successful deployment of soil segregation

technology, resulting in client savings of more than $100M in transportation and disposal costs.

During this time, he developed

an expertise characterizing and managing naturally occurring radioactive material (“NORM”) and technologically enhanced

NORM (“TENORM”) waste streams across multiple industries including oil and gas exploration and production.

of his expertise, he was recently appointed to the National Council on Radiation Protection and Measurement Committee to provide

a commentary on the generation and disposal of TENORM waste.

Lombardo began his career as a chemist and health physicist for

the Duquesne Light Company at two commercial reactor sites and one joint DOE/Naval Reactors Duquesne Light test reactor in Shippingport,

Lombardo is certified in comprehensive practice of health physics, and has a M.S.

degree in Health Physics from the University

of Pittsburgh and a B.S.

in Natural Sciences from Indiana University of Pennsylvania.

Lombardo procured and performed greater than $20 million a year in health physics and radioactive material management projects

across the DOE and DOD complex while managing a professional staff of engineers and health physicists and an instrumentation laboratory.

Prior to his employment with the Company and SEC, he managed decommissioning projects for two engineering firms which included

the successful deployment of soil segregation technology, resulting in client savings of more than $100 million in transportation

and disposal costs.

During this time, he developed an expertise characterizing and managing naturally occurring radioactive material

(“NORM”) and technologically enhanced NORM (“TENORM”) waste streams across multiple industries including

oil and gas exploration and production.

As a result of his expertise, he was recently appointed to the National Council on Radiation

Protection and Measurement Committee to provide a commentary on the generation and disposal of TENORM waste.

Lombardo began

his career as a chemist and health physicist for the Duquesne Light Company at two commercial reactor sites and one joint DOE/Naval

Reactors Duquesne Light test reactor in Shippingport, PA.

Lombardo is certified in comprehensive practice of health physics,

and has a M.S.

degree in Health Physics from the University of Pittsburgh and a B.S.

in Natural Sciences from Indiana University

of Pennsylvania.

Richard Grondin

July 22, 2020, the Company’s Board appointed Mr.

Richard Grondin to the position of EVP of Waste Treatment Operations and

an executive officer of the Company.

Effective January 21, 2021, Mr.

Grondin was elected to serve as a member of the Supervisory

Board of PF Medical.

Since joining the Company in 2002, Mr.

Grondin has held various positions within the Company’s Treatment

Segment, including Vice President of Technical Services, Vice President/General Manager of the Perma-Fix Northwest Richland, Inc.

(“PFNWR”) Facility and Vice President of Western Operations.

Grondin, a Project Management Professional (“PMP”),

has over 35 years of management and technical experience in the highly regulated and specialized radioactive/hazardous waste management

industry with the majority of his experience concentrated on managing start-up waste management processing and disposal facilities

for four different organizations in the commercial and government sectors.

Prior to joining the Company, Mr.

Grondin held the

position of Vice President of Mixed Waste Operations for Allied Technology Group (“ATG”) in Richland, Washington;

Vice President of Operations for Waste Control Specialists (“WCS”) in Andrews Texas;

and Technical Manager/Director

of Operations for Rollins Environmental Services Facility in Deer Trail, Colorado.

In his positions with the Company, Mr.

together with others, transformed the PFNWR facility to a profitable subsidiary after its acquisition by the Company.

is recognized in the United States and Canada as an authority in hazardous and mixed waste treatment.

He has been involved in

the treatment of several hundred thousand tons of waste in the last 35 years.

Grondin has a Diploma of Collegial Studies in

Pure and Applied Sciences from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical Chemistry Techniques from CEGEP of Ahuntsic

(Montreal, Canada), a Geography minor from Montreal University (Montreal, Canada) and a Certificate of Business Management from

the School of Higher Commercial Studies from Montreal University (Montreal, Canada).

Relationships

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Capital Bank has represented

that all of its investors are accredited investors under Rule 501 of Regulation D promulgated under the Act.

that all of such investors are accredited investors under Rule 501 of Regulation D promulgated under the Act.

In addition, Capital

Bank has advised us that none of its investors, individually or as a group, beneficially own more than 4.9% of our Common Stock

Bank has advised us that none of such investors, individually or as a group, beneficially own more than 4.9% of our Common Stock

as calculated in accordance with Rule 13d-3 of the Exchange Act.

23 unchanged sentences

following table summarizes the total compensation paid or earned by each of the named executive officers (“NEOs”)

for the fiscal years ended December 31, 2019 and 2018 and includes Mr.

Andrew Lombardo, who became an executive officer of the

Company, effective January 16, 2020.

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All other Compensation

Total Compensation

President and CEO

Ben Naccarato

for the fiscal years ended December 31, 2020 and 2019.

and Principal Position

Incentive Plan Compensation

other Compensation

Louis Centofanti

EVP of Strategic Initiatives

Andy Lombardo (1)

EVP of Nuclear & Technical Services

January 16, 2020, the Board elected Mr.

of Strategic Initiatives

of Nuclear & Technical Services

of Waste Treatment Operations

January 16, 2020, the Board appointed Mr.

Lombardo to the position of EVP of Nuclear and Technical Services and an executive

1 unchanged sentence

Previously, Mr.

Lombardo held the position of Senior Vice President (“SVP”) of Nuclear

and Technical Services (within the Services Segment).

The information as noted in the table above reflects compensation for

Lombardo as SVP of Nuclear and Technical Services.

Lombardo held the position of SVP of Nuclear and Technical Services (within the Services

As the EVP of Nuclear and Technical Services, Mr.

Lombardo’s annual base salary was increased to $280,000,

effective January 1, 2020.

July 22, 2020, the Board appointed Mr.

Grondin to the position of EVP of Waste Treatment Operations and an executive officer

of the Company.

Previously, Mr.

Grondin held the position of Vice President of Western Operations.

As the EVP of Waste Treatment

Operations, Mr.

Grondin’s annual base salary was increased to $240,000, effective July 22, 2020.

a discretionary bonus earned by Mr.

Lombardo which was approved by the Company’s Compensation Committee and which is

to be paid upon payment of the compensation earned under Mr.

Lombardo’s 2020 MIP as described in footnote (6) below.

a discretionary bonus earned by Mr.

Grondin which was approved by the Company’s CEO and paid in May 2020.

See also footnote

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation –

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performance compensation earned under the Company’s Management Incentive Plan (“MIP”).

As discussed above,

Lombardo was named an executive officer of the Company effective January 16, 2020.

The MIP for each individual in the

table is described under the heading “2019 MIPs”

which includes Mr.

Lombardo’s MIP as the SVP of Nuclear

and Technical Services, prior to his election as an executive officer by the Board.

The MIP for each

individual in the table is described under the heading “2020 MIPs.”

Compensation earned under the 2020 MIPs is

to be paid on or about 90 days after year-end, or sooner based on final Form 10-K filing.

performance compensation earned under the Company’s 2019 MIP.

As discussed above, Mr.

Lombardo was named an executive

officer of the Company effective January 16, 2020.

Lombardo had a MIP for 2019 as the SVP of Nuclear and Technical Services,

prior to his election as an executive officer by the Board on January 16, 2020.

Lombardo’s MIP as SVP of Nuclear

and Technical Services was subject to the approval of the CEO.

No compensation was earned by any NEO under his respective

MIP for 2018.

Lombardo also did not earn any compensation under his MIP for 2018 as the SVP of Nuclear and Technical Services.

Compensation earned under the 2019 MIP is to be paid on or about 90 days after year-end, or upon finalization of the Company’s

audited financial statement for 2019.

amount shown includes a monthly automobile allowance of $750, insurance premiums (health, disability and life) paid by the

Company on behalf of the executive, and 401(k) matching contributions.

Ben Naccarato

Grondin did not have a MIP for 2019 but earned a bonus

which is described in footnote (4) above.

Compensation earned under the MIPs for 2019 was paid by the Company at the end of

amount shown includes a monthly automobile allowance, insurance premiums (health, disability and life) paid by the Company

on behalf of the NEO, and 401(k) matching contributions.

Louis Centofanti

Andy Lombardo

Equity Awards at Fiscal Year-End

following table sets forth unexercised options held by the NEOs as of the fiscal year-end and also includes Mr.

Andy Lombardo,

who was named a NEO effective January 16, 2020 as discussed previously.

following table sets forth unexercised options held by the NEOs as of the fiscal year-end.

Equity Awards at December 31, 2020

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) (1) Unexercisable

Equity Incentive Plan Awards:

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) (1) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

1 unchanged sentence

Expiration Date

Ben Naccarato

Louis Centofanti

Andy Lombardo

to each of the NEO’s employment agreements with the Company for Dr.

Centofanti, Ben Naccarato, and Mark Duff, each dated

September 9, 2017, in the event of a change in control, death of the executive officer, the executive officer terminates his

employment for “good reason”

or the executive officer is terminated by the Company without cause, each outstanding

option and award shall immediately become exercisable in full (see “Employment Agreements”

below for further discussion

of the exercisability terms of the option under these events).

In the case of options held by Mr.

Lombardo, vesting of option

awards ceases upon termination of employment and exercise right of the vested options amount ceases upon three months from

termination of employment except in the case of retirement (subject to a six-month limitation), disability (subject to a one-year

limitation), and death (subject to a six-month limitation by personal representative) pursuant to the stock option plans.

to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr.

Lou Centofanti,

Andy Lombardo, and Richard Grondin, each dated July 22, 2020, in the event of a change in control, death of the executive

officer, the executive officer terminates his employment for “good reason”

or the executive officer is terminated

by the Company without cause, each outstanding option and award shall immediately become exercisable in full (see “Employment

Agreements”

below for further discussion of the event pursuant to which accelerated exercise of the respective NEO’s

outstanding options can arise).

stock option granted on May 15, 2016 under the Company’s 2010 Stock Option Plan.

10 unchanged sentences

of six years with one-fifth yearly vesting over a five-year period.

of the Company’s NEOs exercised options during 2019.

As discussed above, Mr.

Lombardo was named an executive officer of

the Company effective January 16, 2020.

The table below reflects options exercised by Mr.

Lombardo in 2019 as the SVP of Nuclear

and Technical Services, prior to his election as an executive officer by the Board.

Number of Shares

Acquired on Exercise (#)

table below reflects options exercised by our NEO’s in 2020.

on Exercise (#)

Andy Lombardo

Exercise ($) (1)

value determined based on the difference between (a) the total proceeds received by the Company from the exercise of options

for the purchase of 10,000 shares of the Company’s Common Stock at $5.00 per share and the exercise of options for the

purchase of 8,000 shares of the Company’s Common Stock at $3.60 per share, and (b) the market value ($7.20 per share)

of the 18,000 shares of the Company’s Common Stock acquired by Mr.

Lombardo on the date of the exercise of the options.

Duff, Centofanti and Naccarato have entered into employment agreements with the Company (each, an “Employment

Agreement”

and collectively, the “Employment Agreements”), effective September 8, 2017, with annual base salaries

of $267,000, $223,400, and $229,494, respectively.

Each annual base salary is subject to adjustment as determined by the Compensation

In addition, each of these executive officers is entitled to participate in the Company’s broad-based benefits

for the purchase of 2,000 shares of the Company’s Common Stock at $3.15 per share, and (b) the market value ($7.00 per

share) of the 2,000 shares of the Company’s Common Stock acquired by Mr.

Lombardo on the date of the exercise of the

July 22, 2020, each of the NEOs entered into an employment agreement with the Company (each, an “Employment Agreement”

and, collectively, the “Employment Agreements”).

Each of the Employment Agreements, which are substantially identical,

provides for a specified annual base salary, which annual salary may be increased from time to time, but not reduced, as determined

by the Compensation Committee.

In addition, each of the NEOs is entitled to participate in the Company’s broad-based benefits

plans and to certain performance compensation payable under separate MIPs as approved by the Company’s Compensation Committee

The Company’s Compensation Committee and the Board approved individual 2020 MIPs on January 16, 2020 (which were

effective January 1, 2019 and applicable for year 2019) for each of Mark Duff, Dr.

Louis Centofanti, and Ben Naccarato (see discussion

of the 2019 MIPs below under “2019 MIPs”).

of the Employment Agreements is effective for three years from September 8, 2017 (the “Initial Term”) unless earlier

terminated by the Company or by the executive officer.

At the end of the Initial Term of each Employment Agreement, each Employment

Agreement will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial

Term, the Company or the executive officer provides written notice not to extend the terms of the Employment Agreement.

to the Employment Agreements, if the executive officer’s employment is terminated due to death/disability or for cause (as

defined in the agreements), the Company will pay to the executive officer or to his estate an amount equal to the sum of any unpaid

base salary, accrued unused vacation time through the date of termination, any benefits due to the executive officer under any

employee benefit plan (the “Accrued Amounts”) and any performance compensation payable pursuant to the MIP.

the executive officer terminates his employment for “good reason”

(as defined in the agreements) or is terminated

by the Company without cause (including any such termination for “good reason”

or without cause within 24 months after

a Change in Control (as defined in the agreement)), the Company will pay the executive officer the Accrued Amounts, two years

of full base salary, and two times the performance compensation (under the MIP) earned with respect to the fiscal year immediately

preceding the date of termination provided the performance compensation earned with respect to the fiscal year immediately preceding

the date of termination has not been paid.

effective January 1, 2020 and applicable for the 2020 fiscal year) for each of Mark Duff, Ben Naccarato, Dr.

Louis Centofanti,

and Andy Lombardo.

Additionally, the Compensation Committee and the Board approved a 2020 MIP for Richard Grondin on July 22,

2020 (which was effective January 1, 2020 and applicable for the 2020 fiscal year) (see discussion of each of the 2020 MIPs below

under “2020 MIPs”).

The Employment Agreements for each of Mark Duff, Dr.

Louis Centofanti, and Ben Naccarato replaced

existing employment agreements between the Company and each such individual originally entered into on September 8, 2017.

of the Employment Agreements is effective for three years from July 22, 2020 (the “Initial Term”) unless earlier terminated

by the Company or by the respective NEO.

At the end of the Initial Term of each Employment Agreement, each Employment Agreement

will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term,

the Company or the respective NEO provides written notice not to extend the terms of the Employment Agreement.

of the Employment Agreements provides that, if an NEO’s employment is terminated due to death/disability or for cause (as

defined in the agreements), the Company will pay to the NEO or to his estate an amount equal to the sum of any unpaid base salary,

accrued unused vacation time through the date of termination, any benefits due to the NEO under any employee benefit plan (the

“Accrued Amounts”) and any performance compensation payable pursuant to the MIP applicable to such NEO.

the NEO terminates his employment for “good reason”

(as defined in the agreements) or is terminated by the Company

without cause (including any such termination for “good reason”

or without cause within 24 months after a Change in

Control (as defined in the agreements), the Company will pay the NEO the Accrued Amounts, two years of full base salary, and two

times the performance compensation (under the NEO’s MIP) earned with respect to the fiscal year immediately preceding the

date of termination provided the performance compensation earned with respect to the fiscal year immediately preceding the date

of termination has not yet been paid.

If performance compensation earned with respect to the fiscal year immediately preceding

the date of termination has been made to the executive officer, the executive officer will be paid an additional year of the performance

compensation earned with respect to the fiscal year immediately preceding the date of termination.

If the executive terminates

his employment for a reason other than for good reason, the Company will pay to the executive an amount equal to the Accrued Amounts

plus any performance compensation payable pursuant to the MIP.

there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase common stock held by the

executive officer will immediately become exercisable in full commencing on the date of termination through the original term

of the options.

In the event of the death of an executive officer, all outstanding stock options to purchase common stock held

by the executive officer will immediately become exercisable in full commencing on the date of death, with such options exercisable

for the lesser of the original option term or twelve months from the date of the executive officer’s death.

an executive officer terminates his employment for “good reason”

or is terminated by the Company without cause, all

outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing

on the date of termination, with such options exercisable for the lesser of the original option term or within 60 days from the

date of the executive’s date of termination.

Severance benefits payable with respect to a termination (other than Accrued

Amounts) shall not be payable until the termination constitutes a “separation from service”

(as defined under Treasury

Regulation Section 1.409A-1(h)).

following table sets forth the potential (estimated) payments and benefits to which certain of our NEOs - Mark Duff, Ben Naccarato,

Centofanti - would be entitled upon termination of employment or following a Change in Control of the Company, as specified

under each of their respective employment agreements with the Company, assuming each circumstance described below occurred on

December 31, 2019, the last day of our fiscal year.

By Executive for

Good Reason or by

Name and Principal Position

Company Without

Change in Control of the

Potential Payment/Benefit

President and CEO

Accrued Amounts

the date of termination has been paid to the NEO, the NEO will be paid an additional year of the performance compensation earned

with respect to the fiscal year immediately preceding the date of termination.

If the NEO terminates his employment for a reason

other than for good reason, the Company will pay to the executive an amount equal to the Accrued Amounts plus any performance

compensation payable pursuant to the MIP applicable to such NEO.

there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase the common stock held by

the NEO will immediately become exercisable in full commencing on the date of termination through the original term of the options.

In the event of the death of an NEO, all outstanding stock options to purchase common stock held by the NEO will immediately become

exercisable in full commencing on the date of death, with such options exercisable for the lesser of the original option term

or twelve months from the date of the NEO’s death.

In the event an NEO terminates his employment for “good reason”

or is terminated by the Company without cause, all outstanding stock options to purchase common stock held by the NEO will immediately

become exercisable in full commencing on the date of termination, with such options exercisable for the lesser of the original

option term or within 60 days from the date of the NEO’s date of termination.

Severance benefits payable with respect to

a termination (other than Accrued Amounts) shall not be payable until the termination constitutes a “separation from service”

(as defined under Treasury Regulation Section 1.409A-1(h)).

following table sets forth the potential (estimated) payments and benefits to which each NEO would be entitled upon termination

of employment or following a Change in Control of the Company, as specified under each of their respective Employment Agreements

with the Company, assuming each circumstance described below occurred on December 31, 2020, the last day of our most recent fiscal

and Principal Position

Payment/Benefit

Executive for

$ 712,963 (1)

Performance compensation

$ 107,010 (2)

3 unchanged sentences

$ 214,020 (3)

Stock Options

$ 253,300 (5)

3 unchanged sentences

$ 402,500 (4)

Ben Naccarato

Accrued Amounts

$ 614,762 (1)

Performance compensation

$ 172,000 (3)

Stock Options

$ 158,300 (4)

1 unchanged sentence

$ 158,300 (4)

Louis Centofanti

of Strategic Initiatives

$ 166,967 (6)

Louis Centofanti

EVP of Strategic Initiatives

Accrued Amounts

$ 166,967 (6)

3 unchanged sentences

$ 143,336 (3)

Performance compensation

$ 158,300 (4)

Stock Options

$ 158,300 (4)

of Nuclear and Technical Services

$ 579,276 (1)

2 unchanged sentences

$ 166,000 (3)

two times the base salary of NEO at December 31, 2019 plus “Accrued Amounts”

of Waste Treatment Operations

$ 571,201 (1)

$ 142,286 (3)

two times the base salary of the NEO at December 31, 2020 plus “Accrued Amounts”

noted in footnote (6) below.

performance compensation earned for fiscal year 2020 (see “2020 MIPs”

Pursuant to the MIP, performance

compensation is to be paid about 90 days after fiscal year-end, or sooner based on final Form 10-K filing.

Pursuant to each MIP, performance

compensation is to be paid about 90 days after year-end, or sooner based on final Form 10-K filing.

two times the performance compensation earned for fiscal year 2020 (see “2020 MIPs”

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accrued base salary earned for 2020 but paid in 2021, as well as accrued unused vacation/sick time and benefits (defined as

“Accrued Amount”

per the employment agreement).

“Accrued Amounts”

in each of the respective per the Employment Agreement).

Executive Compensation Components

5 unchanged sentences

on the amounts set forth in the Summary Compensation table, during 2020, salary accounted for approximately 69.7% of the total

compensation of our NEOs (excluding Mr.

Lombardo, who was named an executive officer effective January 16, 2020), while equity

option awards, MIP compensation, and other compensation accounted for approximately 37.6% of the total compensation of the NEOs.

NEOs, other officers, and other employees of the Company receive a base salary during the fiscal year.

Base salary ranges for

executive officers are determined for each executive based on his or her position and responsibility by using market data and

comparisons to the Peer Group.

compensation of our NEOs, while equity option awards, MIP compensation, and other compensation accounted for approximately 30.3%

of the total compensation of the NEOs.

NEOs, other officers, and other employees of the Company receive a base annual salary.

Base salary ranges for executive officers

are determined for each executive based on his or her position and responsibility by using market data and comparisons to companies

in similar industry.

its review of base salaries for executives, the Compensation Committee primarily considers:

data and Peer Group comparisons;

data and comparisons to companies in similar industry;

review of the executive’s compensation, both individually and relative to other officers;

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On January 16, 2020, the Compensation Committee and the Board approved a base salary

increase for the following individuals which became effective January 1, 2020:

increase for each of the following individuals, which became effective January 1, 2020:

(a) approximately $57,400 increase from

$287,000 to $344,400 for Mark Duff, CEO and President;

(b) approximately $44,769 increase from $235,231 to $280,000 for Ben Naccarato who

was named EVP and CFO from VP and CFO;

and (c) approximately $21,338 increase from $258,662 to $280,000 for Andy Lombardo, who

was appointed to EVP of Nuclear and Technical Services from SVP of Nuclear and Technical Services and named an executive officer

of the Company, effective January 16, 2020.

Lou Centofanti, EVP of Strategic Initiatives, was approved a base salary increase

of 1.9%, effective January 1, 2020 (from $228,985 to $233,336).

(b) approximately $44,769 increase from $235,231 to $280,000 for Ben Naccarato

who was named EVP and CFO from VP and CFO;

and (c) approximately $21,338 increase from $258,662 to $280,000 for Andy Lombardo,

who was named an executive officer of the Company effective January 16, 2020 and appointed to the position of EVP of Nuclear and

Technical Services from SVP of Nuclear and Technical Services.

Lou Centofanti, EVP of Strategic Initiatives, was approved a base

salary increase of 1.9%, effective January 1, 2020 (from $228,985 to $233,336).

As a result of Richard Grondin’s promotion

to EVP of Waste Treatment and being named an executive officer of the Company, his annual salary was increased from $208,000 as

the Vice President of Western Operations to $240,000, effective July 22, 2020.

In February 2021, the Compensation Committee approved

a cost of living adjustment of approximately 2.3% of each NEO’s base salary, effective April 1, 2021.

Performance-Based

7 unchanged sentences

to the approval of the Compensation Committee.

The exercise price for each stock options granted is at or above the market price

The exercise price for each stock option granted is at or above the market price

of our Common Stock on the date of grant.

3 unchanged sentences

regularly scheduled Compensation Committee meeting following the hire date.

January 17, 2019, the Board and the Compensation Committee approved individual MIP for our CEO, CFO and EVP of Strategic Initiatives.

The MIPs were effective January 1, 2019 and applicable for fiscal 2019.

January 16, 2020, the Board and the Compensation Committee approved individual MIPs for the CEO, CFO, EVP of Strategic Initiatives

and EVP of Nuclear and Technical Services.

Additionally, on July 22, 2020, the Board and the Compensation Committee approved a

MIP for the EVP of Treatment Waste Operations in connection with his appointment to such position on that date.

The MIPs were

effective January 1, 2020 and applicable for the 2020 fiscal year.

Each MIP provides guidelines for the calculation of annual

cash incentive-based compensation, subject to Compensation Committee oversight and modification.

Each MIP awards cash compensation

Each MIP awarded cash compensation

based on achievement of performance thresholds, with the amount of such compensation established as a percentage of the executive’s

2020 annual base salary.

The potential target performance compensation for fiscal 2019 ranged from 5% to 150% of the base salary

for the CEO ($14,350 to $430,500), 5% to 100% of the base salary for the CFO ($11,762 to $235,231) and 5% to 100% of the base

salary for the EVP of Strategic Initiatives ($11,449 to $228,985).

compensation is paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements

The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target

amounts described below, at any time and for any reason.

total performance compensation paid to the CEO, CFO and EVP of Strategic Initiatives as a group is not to exceed 50% of the Company’s

pre-tax net income (exclusive of PF Medical) prior to the calculation of performance compensation.

following describes the principal terms of each 2019 MIP as approved on January 17, 2019:

performance compensation plan for the CEO for fiscal 2019 was based upon meeting corporate revenue, EBITDA (earnings before interest,

taxes, depreciation and amortization), health and safety, and environmental compliance (permit and license violations) objectives

for fiscal 2019, all with respect to continuing operations (excluding PF Medical).

The Compensation Committee believes performance

compensation payable under each of the 2019 MIPs as discussed herein and below should be based on achievement of an EBITDA target,

which excludes certain non-cash items, as this target provides a better indicator of operating performance.

However, EBITDA has

certain limitations as it does not reflect all items of income or cash flows that affect the Company’s financial performance

under accounting principles generally accepted in the United States of America (“U.S.

GAAP”).

At achievement of 60%

to 110% of each of the revenue and EBITDA targets, the potential performance compensation was payable at 5% to 50% of the 2019

base salary, weighted 60% based on EBITDA goal, 10% on the revenue goal, and 15% on the number of health and safety claim incidents

that occurred during fiscal 2019, with the remaining 15% based on the number of notices alleging environmental, health or safety

violations under the Company’s permits or licenses that occurred during fiscal 2019.

Upon achievement of 111% to 150%+ of

each of the revenue and EBITDA targets, the potential performance compensation was payable at 75% to 150% of the CEO’s 2019

base salary, based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily

toward the EBITDA objective.

Each of the revenue and EBITDA components was based on the Board-approved revenue target and EBITDA

The 2019 target performance incentive compensation for the CEO was as follows:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Environmental Services, Inc.

The potential target performance compensation ranged from 5% to 150% of the base salary for the CEO ($17,220

to $516,600), 5% to 100% of the base salary for the CFO ($14,000 to $280,000), 5% to 100% of the base salary for the EVP of Strategic

Initiatives ($11,667 to $233,336), 5% to 100% of the base salary for the EVP of Nuclear and Technical Services ($14,000 to $280,000)

and 5% to 100% of the base salary for the EVP of Waste Treatment Operations ($12,000 to $240,000).

compensation, if any, is to be paid on or about 90 days after year-end, or sooner, based on final Form 10-K filing.

The Compensation

Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described below,

at any time and for any reason.

total performance compensation paid to the CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical Services and EVP

of Waste Treatment Operations as a group is not to exceed 50% of the Company’s pre-tax net income computed prior to the

calculation of performance compensation.

following describes the principal terms of the respective 2020 MIP applicable to each NEO:

performance compensation for fiscal 2020 was based upon meeting corporate revenue, EBITDA, health and safety, and environmental

compliance (permit and license violations) objectives for fiscal 2020, all with respect to the Company’s operations.

Compensation Committee believes performance compensation payable under each of the 2020 MIPs as discussed herein and below should

be based on achievement of an EBITDA target, which excludes certain non-cash items, as this target provides a better indicator

of operating performance.

However, EBITDA has certain limitations as it does not reflect all items of income or cash flows that

affect the Company’s financial performance under GAAP.

At achievement of 60% to 110% of each of the revenue and EBITDA targets,

the potential performance compensation was payable at 5% to 50% of the 2020 base salary, weighted 60% based on the EBITDA goal,

10% on the revenue goal, and 15% on the number of health and safety claim incidents that occurred during fiscal 2020, with the

remaining 15% on the number of notices alleging environmental, health or safety violations under our permits or licenses that

occurred during the fiscal 2020.

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance

compensation was payable at 75% to 150% of the CEO’s 2020 base salary, based on the four objectives noted above, with the

payment of such performance compensation weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components

was based on the Board-approved revenue target and EBITDA target.

The 2020 target performance incentive compensation for the CEO

was as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

was defined as the total consolidated third-party top line revenue from continuing operations (excluding PF Medical) as publicly

reported in the Company’s 2019 financial statements.

The percentage achieved was determined by comparing the actual

consolidated revenue from continuing operations to the Board-approved revenue target from continuing operations, which was

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing operations (excluding PF Medical).

The percentage achieved was determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2019, which

was $6,777,000.

The Board reserved 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.

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2020 financial

The percentage achieved was determined by comparing the actual consolidated revenue for 2020 to the Board approved

Revenue Target for 2020, which was $86,201,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations,

including PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target

for 2020, which was $6,913,000.

The Board reserved 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.

Health and Safety Incentive Target was based upon the actual number of Worker’s Compensation Lost Time Accidents, as

7 unchanged sentences

Performance Target Thresholds was established for the annual Incentive Compensation Plan calculation for 2020.

Target Payable Under Column

or license incentive was earned/determined according to the scale set forth below:

An “official notice of non-compliance”

was defined as an official communication during 2019 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 resulted

in a facility’s implementation of corrective action(s).

Target Achieved

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of

non-compliance”

was defined as an official communication during 2020 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 resulted in a facility’s implementation of corrective action(s).

License Violations

Target Payable Under Column

Target Achieved

performance incentive compensation was payable for achieving the health and safety, permit and license violation, and revenue

targets unless a minimum of 60% of the EBITDA Target was achieved.

performance compensation plan for the CFO for fiscal 2019 was based upon meeting corporate revenue, EBITDA, health and safety,

and environmental compliance (permit and license violations) objectives for fiscal 2019, all with respect to continuing operations

(excluding PF Medical).

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation

was payable at 5% to 50% of the CFO’s 2019 base salary, weighted 75% based on EBITDA goal, 10% on the revenue goal, 7.5%

on the number of health and safety claim incidents that occurred during fiscal 2019, and the remaining 7.5% on the number of notices

alleging environmental, health or safety violations under the Company’s permits or licenses that occurred during fiscal

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation was

payable at 65% to 100% of the CFO’s 2019 base salary, based on the four objectives noted above, with the payment of such

performance compensation being weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components was

based on the Board-approved revenue target and EBITDA target.

The 2019 target performance incentive compensation for the CFO was

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Environmental Services, Inc.

performance compensation for fiscal 2020 was based upon meeting corporate revenue, EBITDA, health and safety, and environmental

compliance (permit and license violations) objectives for fiscal 2020, all with respect to the Company’s operations.

achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation was payable at 5%

to 50% of the 2020 base salary, weighted 75% based on EBITDA goal, 10% on the revenue goal, and 7.5% on the number of health and

safety claim incidents that occurred during fiscal 2020, with the remaining 7.5% on the number of notices alleging environmental,

health or safety violations under our permits or licenses that occurred during the fiscal 2020.

Upon achievement of 111% to 150%+

of each of the revenue and EBITDA targets, the potential performance compensation was payable at 65% to 100% of the CFO’s

2020 base salary, based on the four objectives noted above, with the payment of such performance compensation weighted more heavily

toward the EBITDA objective.

Each of the revenue and EBITDA components was based on the Board-approved revenue target and EBITDA

The 2020 target performance incentive compensation for the CEO was as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

was defined as the total consolidated third-party top line revenue from continuing operations (excluding Medical) as publicly

reported in the Company’s 2019 financial statements.

The percentage achieved was determined by comparing the actual

consolidated revenue from continuing operations to the Board-approved revenue target from continuing operations, which was

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing operations (excluding PF Medical).

The percentage achieved was determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2019, which

was $6,777,000.

The Board reserved 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.

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2020 financial

The percentage achieved was determined by comparing the actual consolidated revenue for 2020 to the Board approved

Revenue Target for 2020, which was $86,201,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations,

including PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target

for 2020, which was $6,913,000.

The Board reserved 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.

Health and Safety Incentive Target was based upon the actual number of Worker’s Compensation Lost Time Accidents, as

7 unchanged sentences

Performance Target Thresholds was established for the annual Incentive Compensation Plan calculation for 2020.

Target Payable Under Column

or license incentive was earned/determined according to the scale set forth below:

An “official notice of non-compliance”

was defined as an official communication during 2019 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 resulted

in a facility’s implementation of corrective action(s).

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of

non-compliance”

was defined as an official communication during 2020 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 resulted in a facility’s implementation of corrective action(s).

License Violations

Target Payable Under Column

Target Achieved

performance incentive compensation was payable for achieving the health and safety, permit and license violation, and revenue

1 unchanged sentence

of Strategic Initiatives MIP:

performance compensation plan for the EVP of Strategic Initiatives for fiscal 2019 was based upon meeting corporate revenue, EBITDA,

health and safety, and environmental compliance (permit and license violations) objectives for fiscal 2019, all with respect to

continuing operations (excluding PF Medical).

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential

performance compensation was payable at 5% to 50% of the 2019 base salary, weighted 75% based on EBITDA goal, 10% on revenue goal,

and 7.5% on the number of health and safety claim incidents that occurred during fiscal 2019, with the remaining 7.5% based on

the number of notices alleging environmental, health or safety violations under the Company’s permits or licenses that occurred

during fiscal 2019.

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation

was payable at 65% to 100% of the EVP of Strategic Initiative’s 2019 base salary.

based on the four objectives noted above,

with the payment of such performance compensation being weighted more heavily toward the EBITDA objective.

Each of the revenue

and EBITDA components was based on the Board-approved revenue target and EBITDA target.

The 2019 target performance incentive

compensation for the EVP of Strategic Initiatives was as follows:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Environmental Services, Inc.

2020 performance compensation plan for the EVP of Strategic Initiative was based upon meeting corporate revenue, EBITDA, health

and safety, and environmental compliance (permit and license violations) objectives for fiscal 2020, all with respect to the Company’s

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation was

payable at 5% to 50% of the 2020 base salary, weighted 75% based on EBITDA goal, 10% on revenue goal, and 7.5% on the number of

health and safety claim incidents that occurred during fiscal 2020, with the remaining 7.5% on the number of notices alleging

environmental, health or safety violations under our permits or licenses that occurred during fiscal 2020.

Upon achievement of

111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation was payable at 65% to 100% of

the EVP of Strategic Initiative’s 2020 base salary, based on the four objectives noted above, with the payment of such performance

compensation weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components was based on the Board-approved

revenue target and EBITDA target.

The 2020 target performance incentive compensation for the EVP of Strategic Initiatives was

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

OF STRATEGIC INITIATIVES MIP MATRIX

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

was defined as the total consolidated third-party top line revenue from continuing operations (excluding PF Medical) as publicly

reported in the Company’s 2019 financial statements.

The percentage achieved was determined by comparing the actual

consolidated revenue from continuing operations to the Board-approved revenue target from continuing operations, which was

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing operations (excluding PF Medical).

The percentage achieved was determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2019, which

was $6,777,000.

The Board reserved 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.

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2020 financial

The percentage achieved was determined by comparing the actual consolidated revenue for 2020 to the Board approved

Revenue Target for 2020, which was $86,201,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations,

including PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target

for 2020, which was $6,913,000.

The Board reserved 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.

Health and Safety Incentive Target was based upon the actual number of Worker’s Compensation Lost Time Accidents, as

7 unchanged sentences

Performance Target Thresholds was established for the annual Incentive Compensation Plan calculation for 2020.

Target Payable Under Column

or license incentive was earned/determined according to the scale set forth below:

An “official notice of non-compliance”

was defined as an official communication during 2019 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 resulted

in a facility’s implementation of corrective action(s).

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of

non-compliance”

was defined as an official communication during 2020 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 resulted in a facility’s implementation of corrective action(s).

License Violations

Target Payable Under Column

Target Achieved

performance incentive compensation was payable for achieving the health and safety, permit and license violation, and revenue

targets unless a minimum of 60% of the EBITDA Target was achieved.

below reflects the 2019 MIP for Mr.

Lombardo, who, as previously discussed, was elected to EVP of Nuclear and Technical Services

and an executive officer of the Company effective January

Lombardo’s MIP for 2019 as SVP of Nuclear and Technical Services (prior to named an executive officer) was

only subject to the approval of Mark Duff, CEO and President.

of Nuclear and Technical Services MIP:

performance compensation plan for the SVP of Nuclear and Technical Services for fiscal 2019 was based upon meeting corporate revenue,

EBITDA, health and safety compliance, and cost performance index (“CPI”) metric (for project performance evaluation)

objectives for fiscal 2019, all with respect to continuing operations (excluding PF Medical).

At achievement of 60% to 110% of

each of the revenue and EBITDA targets, the potential performance compensation was payable at 5% to 50% of the 2019 base salary,

weighted 75% based on the EBITDA goal, 10% on the revenue goal, and 7.5% on the number of health and safety claim incidents that

occurred during fiscal 2019, with the remaining 7.5% based on CPI metric goals.

Upon achievement of 111% to 150%+ of each of the

revenue and EBITDA targets, the potential performance compensation was payable at 65% to 100% of the SVP of Nuclear and Technical

Services’

2019 base salary, based on the four objectives noted above, with the payment of such performance compensation

being weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components was based on the Board-approved

revenue target and EBITDA target.

The 2019 target performance incentive compensation for the SVP of Nuclear and Technical Services

was as follows:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

2020 performance compensation plan for the EVP of Nuclear and Technical Services was based upon meeting corporate revenue, EBITDA,

health and safety compliance, and Cost Performance Index (“CPI”) (a metric used in measuring project performance)

objectives for fiscal 2020, all with respect to the Company’s operations.

At achievement of 60% to 110% of each of the revenue

and EBITDA targets, the potential performance compensation was payable at 5% to 50% of the 2020 base salary, weighted 60% based

on the EBITDA goal, 10% on the revenue goal, and 15% on the number of health and safety claim incidents that occur during fiscal

2020, with the remaining 15% on CPI metric goals.

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets,

the potential performance compensation was payable at 65% to 100% of the SVP of Nuclear and Technical Services’

salary, based on the four objectives noted above, with the payment of such performance compensation weighted more heavily toward

the EBITDA objective.

Each of the revenue and EBITDA components was based on the Board-approved revenue target and the EBITDA

The 2020 target performance incentive compensation for the EVP of Nuclear and Technical Services was as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

1 unchanged sentence

OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Cost Performance Incentive (4) (5)

was defined as the total consolidated third-party top line revenue from continuing operations (excluding PF Medical for 2019)

as publicly reported in the Company’s 2019 financial statements.

The percentage achieved was determined by comparing

the actual consolidated revenue from continuing operations to the Board approved Revenue Target from continuing operations,

which was $63,124,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing operations, excluding PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target for 2019, which

was $6,777,000.

The Board reserved 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.

Target Achieved

& Safety (3) (5)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2020 financial

The percentage achieved was determined by comparing the actual consolidated revenue for 2020 to the Board approved

Revenue Target for 2020, which was $86,201,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations,

including PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target

for 2020, which was $6,913,000.

The Board reserved 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.

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation Lost Time Accidents in

8 unchanged sentences

Target Achieved

Performance incentive was 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.

through monthly project reviews, all CPI metrics should exceed 1.0 for Nuclear Services Projects.

A cumulative CPI (CCPI)

was calculated from all fixed cost contracts.

The following CCPI and corresponding Performance Target Thresholds were established

for annual incentive compensation plan calculation for 2019.

Target Achieved

incentive was earned/determined by maintaining project performance metrics for all Firm Fixed Price task orders and projects

to include monitoring 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) was calculated from all fixed cost contracts.

The following CCPI and corresponding Performance Target Thresholds were established for annual incentive compensation plan

calculation for 2020.

performance incentive compensation was payable for achieving the health and safety, and CPI, and revenue targets unless a

minimum of 60% of the EBITDA Target was achieved.

discussed above, 2019 MIPs approved by the Board and the Compensation Committee for the CEO, CFO and EVP of Strategic Initiatives

provide for the award of cash compensation based on achievement of performance targets which included revenue and EBITDA targets

as approved by our Board.

The 2019 MIP revenue target of $63,124,000 and EBITDA target of $6,777,000 were set by the Compensation

Committee taking into account the Board-approved budget for 2019 as well as the committee’s expectations for performance

that in its estimation would warrant payment of incentive cash compensation.

In formulating the revenue target of $63,124,000,

the Board considered 2018 results, economic conditions, and forecasts for 2019 government (U.S DOE) spending.

The Compensation

Committee believed the performance targets were likely to be achieved, but not assured.

The 2019 MIP described above for the SVP

of Technical and Nuclear Services also utilized the revenue and EBITDA as approved by our Board.

following tables set forth the MIP compensation earned by the CEO, CFO, EVP of Strategic Initiatives for fiscal year 2019.

included below is a table reflecting MIP compensation earned by the SVP of Nuclear and Technical Services for fiscal year 2019,

who was elected to EVP of Nuclear and Technical Services and named an executive officer effective January 16, 2020.

of Waste Treatment Operations:

2020 performance compensation plan for the EVP of Waste Treatment Operations was based upon meeting corporate revenue, EBITDA,

health and safety, and environmental compliance (permit and license violations) objectives for fiscal 2020, all with respect to

the Company’s operations.

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance

compensation was payable at 5% to 50% of the 2020 base salary, weighted 60% based on EBITDA goal, 10% on revenue goal, and 15%

on the number of health and safety claim incidents that occurred during fiscal 2020, with the remaining 15% on the number of notices

alleging environmental, health or safety violations under our permits or licenses that occurred during fiscal 2020.

Upon achievement

of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation was payable at 65% to 100%

of the EVP of Waste Treatment Waste Operation’s 2020 base salary, based on the four objectives noted above, with the payment

of such performance compensation weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components

was based on the Board-approved revenue target and EBITDA target.

The 2020 target performance incentive compensation for the EVP

of Waste Treatment Operations was as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2020 financial

The percentage achieved was determined by comparing the actual consolidated revenue for 2020 to the Board approved

Revenue Target for 2020, which was $86,201,000.

The Board reserved 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.

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations,

including PF Medical.

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA Target

for 2020, which was $6,913,000.

The Board reserved 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.

Health and Safety Incentive Target was 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 submitted 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 were identified on the loss report

as “indemnity claims.”

The following number of Worker’s Compensation Lost Time Accidents and corresponding

Performance Target Thresholds was established for the annual Incentive Compensation Plan calculation for 2020.

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of

non-compliance”

was defined as an official communication during 2020 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 resulted in a facility’s implementation of corrective action(s).

License Violations

Target Achieved

performance incentive compensation was payable for achieving the health and safety, permit and license violation, and revenue

targets unless a minimum of 60% of the EBITDA Target was achieved.

discussed above, 2020 MIPs approved by the Board and the Compensation Committee for the CEO, CFO, EVP of Strategic Initiatives,

EVP of Nuclear and Technical Services and EPV of Waste Treatment Operations provided for the award of cash compensation based

on achievement of performance targets which included revenue and EBITDA targets as approved by our Board.

The 2020 MIP revenue

target of $86,201,000 and EBITDA target of $6,913,000 were set by the Compensation Committee taking into account the Board-approved

budget for 2020 as well as the committee’s expectations for performance that in its estimation would warrant payment of

incentive cash compensation.

In formulating the revenue target of $86,201,000, the Board considered 2019 results, economic conditions,

and forecasts for 2020 government (U.S DOE) spending.

The Compensation Committee believed the performance targets were likely

to be achieved, but not assured.

following tables set forth the MIP compensation earned by the CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical

Services and EVP of Waste Treatment Operations for fiscal year 2020.

Performance Target

12 unchanged sentences

Total Performance Compensation

of Strategic Initiatives

EVP of Strategic Initiatives

Performance Target

5 unchanged sentences

Total Performance Compensation

of Nuclear and Technical Services

EVP of Nuclear and Technical Services

Performance Target

4 unchanged sentences

Total Performance Compensation

January 16, 2020, the Board and the Compensation Committee approved individual MIPs for the CEO, CFO, EVP of Strategic Initiatives

and EVP of Nuclear and Technical Services.

The MIPs are effective January 1, 2020 and applicable for fiscal 2020.

Each MIP provides

guidelines for the calculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification.

Each MIP awards cash compensation based on achievement of performance thresholds, with the amount of such compensation established

as a percentage of the executive’s 2020 annual base salary.

The potential target performance compensation ranges from 5%

to 150% of the base salary for the CEO ($17,220 to $516,600), 5% to 100% of the base salary for the CFO ($14,000 to $280,000),

5% to 100% of the base salary for the EVP of Strategic Initiatives ($11,667 to $233,336) and 5% to 100% of the base salary for

the EVP of Nuclear and Technical Services ($14,000 to $280,000).

compensation, if any, is paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements

The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target

amounts described below, at any time and for any reason.

total performance compensation paid to the CEO, CFO, EVP of Strategic Initiatives and EVP of Nuclear and Technical Services as

a group is not to exceed 50% of the Company’s pre-tax net income computed prior to the calculation of performance compensation.

EVP of Waste Treatment Operations

Performance Target

MIP Compensation

Target Objectives:

Threshold Achieved

Health & Safety

Permit & License Violations

Total Performance Compensation

January 21, 2021, the Company Compensation Committee and the Board approved individual MIPs for the calendar year 2021 for the

CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical Services and EVP of Waste Treatment Operations.

are effective January 1, 2021 and applicable for the 2021 fiscal year.

Each MIP provides guidelines for the calculation of annual

cash incentive-based compensation, subject to Compensation Committee oversight and modification.

Each MIP awards cash compensation

based on achievement of performance thresholds, with the amount of such compensation established as a percentage of base salary

at the time of the approval of the MIP.

The potential target performance compensation ranges from 5% to 150% of the 2021 base

salary for the CEO ($17,220 to $516,600), 5% to 100% of the 2021 base salary for the CFO ($14,000 to $280,000), 5% to 100% of

the 2021 base salary for the EVP of Strategic Initiatives ($11,667 to $233,336), 5% to 100% of the 2021 base salary for the EVP

of Nuclear and Technical Services ($14,000 to $280,000) and 5% to 100% ($12,000 to $240,000) of the 2021 base salary for the EVP

of Waste Treatment Operations.

compensation, if any, is to be paid on or about 90 days after year-end, or sooner, based on final Form 10-K filing.

The Compensation

Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described below,

at any time and for any reason.

Subsequent to the approval of the MIPs for fiscal year 2021 on January 21, 2021 as described below,

in February 2021, the Compensation Committee approved a cost of living adjustment of approximately 2.3% of each NEO’s base

salary, effective April 1, 2021.

As such, compensation payable, if any, under each of the MIPs for fiscal year 2021 as discussed

below for our NEOs will be adjusted accordingly to reflect this cost of living adjustment.

total performance compensation, if any, to be paid to the CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical

Services and EVP of Waste Treatment Operations is not to exceed 50% of the Company’s pre-tax net income prior to the calculation

of performance compensation.

following describes the principal terms of each 2021 MIP as approved on January 21, 2021:

performance compensation for fiscal 2020 is based upon meeting corporate revenue, EBITDA, health and safety, and environmental

compliance (permit and license violations) objectives for fiscal 2020, all with respect to the Company’s operations.

Compensation Committee believes performance compensation payable under each of the 2020 MIPs as discussed herein and below should

be based on achievement of an EBITDA target, which excludes certain non-cash items, as this target provides a better indicator

of operating performance.

However, EBITDA has certain limitations as it does not reflect all items of income or cash flows that

affect the Company’s financial performance under GAAP.

At achievement of 60% to 110% of each of the revenue and EBITDA targets,

the potential performance compensation is payable at 5% to 50% of the 2020 base salary, weighted 60% based on the EBITDA goal,

10% on the revenue goal, and 15% on the number of health and safety claim incidents that occur during fiscal 2020, with the remaining

15% on the number of notices alleging environmental, health or safety violations under our permits or licenses that occur during

the fiscal 2020.

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation

is payable at 75% to 150% of the CEO’s 2020 base salary, based on the four objectives noted above, with the payment of such

performance compensation being weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components is

based on the Board-approved revenue target and EBITDA target.

The 2020 target performance incentive compensation for the CEO is

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

performance compensation for 2021 is based upon meeting corporate revenue, EBITDA, health and safety, and environmental compliance

(permit and license violations) objectives for fiscal year 2021, all with respect to the Company’s operations.

At achievement

of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the

CEO’s 2021 base salary, weighted 60% based on the EBITDA goal, 10% on the revenue goal, and 15% on the number of health

and safety claim incidents that occur during fiscal 2021, with the remaining 15% on the number of notices alleging environmental,

health or safety violations under our permit or licenses that occur during the fiscal 2021.

Upon achievement of 111% to 150%+

of each of the revenue and EBITDA targets, the potential performance compensation is payable at 75% to 150% of the CEO’s

2021 base salary, based on the four objectives noted above, with the payment of such performance compensation weighted more heavily

toward the EBITDA objective.

Each of the revenue and EBITDA components is based on our Board-approved revenue target and EBITDA

The 2021 target performance incentive compensation for our CEO is as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial

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Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2021.

Target Achieved

or License Violations incentive is earned/determined according to the scale set forth below:

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of each of the revenue and EBITDA targets, the potential performance compensation is payable at 65% to 100% of the CFO’s

2020 base salary, based on the four objectives noted above, with the payment of such performance compensation being weighted more

heavily toward the EBITDA objective.

Each of the revenue and EBITDA components is based on the Board-approved revenue target and

EBITDA target.

2021 base salary, based on the four objectives noted above, with the payment of such performance compensation weighted more heavily

toward the EBITDA objective.

Each of the revenue and EBITDA components is based on the Board-approved revenue target and EBITDA

The 2021 target performance incentive compensation for the CEO is as follows:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial

18 unchanged sentences

Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2021.

Target Achieved

or License Violations incentive is earned/determined according to the scale set forth below:

9 unchanged sentences

of Strategic Initiatives MIP:

2020 performance compensation plan for the EVP of Strategic Initiative is based upon meeting corporate revenue, EBITDA, health

and safety, and environmental compliance (permit and license violations) objectives for fiscal 2020, all with respect to the Company’s

of Strategic Initiatives performance compensation for fiscal 2021 is based upon meeting corporate revenue, EBITDA, health and

safety, and environmental compliance (permit and license violations) objectives for fiscal 2021, all with respect to the Company’s

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance compensation is

payable at 5% to 50% of the 2020 base salary, weighted 75% based on EBITDA goal, 10% on revenue goal, and 7.5% on the number of

health and safety claim incidents that occur during fiscal 2020, with the remaining 7.5% on the number of notices alleging environmental,

health or safety violations under our permits or licenses that occur during fiscal 2020.

Upon achievement of 111% to 150%+ of

each of the revenue and EBITDA targets, the potential performance compensation is payable at 65% to 100% of the EVP of Strategic

Initiative’s 2020 base salary, based on the four objectives noted above, with the payment of such performance compensation

being weighted more heavily toward the EBITDA objective.

payable at 5% to 50% of the 2021 base salary, weighted 75% based on EBITDA goal, 10% on the revenue goal, and 7.5% on the number

of health and safety claim incidents that occur during fiscal 2021, with the remaining 7.5% on the number of notices alleging

environmental, health or safety violations under our permits or licenses that occur during the fiscal 2021.

Upon achievement of

111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation is payable at 65% to 100% of the

EVP of Strategic Initiative’s 2021 base salary, based on the four objectives noted above, with the payment of such performance

compensation weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components is based on the Board-approved

revenue target and EBITDA target.

The 2020 target performance incentive compensation for the EVP of Strategic Initiatives is as

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

The 2021 target performance incentive compensation for the EVP of Strategic Initiative is as

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

1 unchanged sentence

OF STRATEGIC INITIATIVES MIP MATRIX

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Permit & License Violations (4) (5)

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial

29 unchanged sentences

of Nuclear and Technical Services MIP:

2020 performance compensation plan for the EVP of Nuclear and Technical Services is based upon meeting corporate revenue, EBITDA,

health and safety compliance, and cost performance index (“CPI”) (a metric used in measuring project performance)

objectives for fiscal 2020, all with respect to the Company’s operations.

At achievement of 60% to 110% of each of the revenue

and EBITDA targets, the potential performance compensation is payable at 5% to 50% of the 2020 base salary, weighted 60% based

on the EBITDA goal, 10% on the revenue goal, and 15% on the number of health and safety claim incidents that occur during fiscal

of Nuclear and Technical Services performance compensation for 2021 is based upon meeting corporate revenue, EBITDA, health and

safety compliance, and Cost Performance Index (“CPI”) (a metric used in measuring project performance) objectives

for fiscal 2021, all with respect to the Company’s operations.

At achievement of 60% to 110% of each of the revenue and

EBITDA targets, the potential performance compensation is payable at 5% to 50% of the 2021 base salary, weighted 60% based on

the EBITDA goal, 10% on the revenue goal, and 15% on the number of health and safety claim incidents that occur during fiscal

2021, with the remaining 15% on CPI metric goals.

Upon achievement of 111% to 150%+ of each of the revenue and EBITDA targets,

the potential performance compensation is payable at 65% to 100% of the SVP of Nuclear and Technical Services’

salary, based on the four objectives noted above, with the payment of such performance compensation being weighted more heavily

toward the EBITDA objective.

Each of the revenue and EBITDA components is based on the Board-approved revenue target and the EBITDA

the potential performance compensation is payable at 65% to 100% of the EVP of Nuclear and Technical Service’s 2021 base

salary, based on the four objectives noted above, with the payment of such performance compensation weighted more heavily toward

the EBITDA objective.

Each of the revenue and EBITDA components is based on the Board-approved revenue target and the EBITDA target.

The 2021 target performance incentive compensation for the EVP of Nuclear and Technical Services is as follows:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

1 unchanged sentence

OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Performance Target Achieved

Revenue (1) (5)

Health & Safety (3) (5)

Cost Performance Incentive (4) (5)

Target Achieved

& Safety (3) (5)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial

19 unchanged sentences

Plan calculation for 2021.

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.

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 2020.

incentive is earned/determined by maintaining project performance metrics for all Firm Fixed Price task orders and projects

to include monitoring 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 2021.

performance incentive compensation will be payable for achieving the health and safety, and CPI, and revenue targets unless

a minimum of 60% of the EBITDA Target is achieved.

of Waste Treatment Operations MIP:

of Waste Treatment Operation’s performance compensation for fiscal 2021 is based upon meeting corporate revenue, EBITDA,

health and safety, and environmental compliance (permit and license violations) objectives for fiscal 2021, all with respect to

the Company’s operations.

At achievement of 60% to 110% of each of the revenue and EBITDA targets, the potential performance

compensation is payable at 5% to 50% of the 2021 base salary, weighted 60% based on EBITDA goal, 10% on the revenue goal, and

15% on the number of health and safety claim incidents that occur during fiscal 2021, with the remaining 15% on the number of

notices alleging environmental, health or safety violations under our permits or licenses that occur during the fiscal 2021.

achievement of 111% to 150%+ of each of the revenue and EBITDA targets, the potential performance compensation is payable at 65%

to 100% of the EVP of Waste Treatment Operation’s 2021 base salary, based on the four objectives noted above, with the payment

of such performance compensation weighted more heavily toward the EBITDA objective.

Each of the revenue and EBITDA components

is based on the Board-approved revenue target and EBITDA target.

The 2021 target performance incentive compensation for the EVP

of Waste Treatment Operations is as follows:

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Management Incentive Plan

OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Achieved

& Safety (3) (5)

& License Violations (4) (5)

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial

The percentage achieved is determined by comparing the actual consolidated revenue for 2021 to the Board approved

Revenue Target for 2021, which is $101,810,000.

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.

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 2021, which is $3,623,000.

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.

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 2021.

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 2021 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).

License Violations

Target Achieved

performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and

revenue targets unless a minimum of 60% of the EBITDA Target is achieved.

discussed above, 2021 MIPs approved by the Board and the Compensation Committee for the CEO, CFO, EVP of Strategic Initiatives,

and EVP of Nuclear and Technical Services provide for the award of cash compensation based on achievement of performance targets

which include revenue and EBITDA targets as approved by our Board.

The 2020 MIP revenue target of $86,201,000 and EBITDA target

of $6,913,000 were set by the Compensation Committee taking into account the Board-approved budget for 2020 as well as the committee’s

expectations for performance that in its estimation would warrant payment of incentive cash compensation.

In formulating the revenue

target of $86,201,000, the Board considered 2019 results, economic conditions, and forecasts for 2020 government (U.S DOE) spending.

The Compensation Committee believes the performance targets are likely to be achieved, but not assured.

EVP of Nuclear and Technical Services and EVP of Waste Treatment Operations provide for the award of cash compensation based on

achievement of performance targets which include revenue and EBITDA targets as approved by our Board.

The 2021 MIP revenue target

of $101,810,000 and EBITDA target of $3,623,000 were set by the Compensation Committee taking into account the Board-approved

budget for 2021 as well as the committee’s expectations for performance that in its estimation would warrant payment of

incentive cash compensation.

In formulating the revenue target of $101,810,000, the Board considered 2020 results, economic conditions,

impact of COVID-19 and forecasts for 2021 government (U.S.

DOE) spending.

The Compensation Committee believes the performance

targets are likely to be achieved, but not assured, particularly in light of the uncertainty from the impact of COVID-19.

Incentive Compensation

Stock Option Plans

2010 Stock Option Plan and the 2017 Stock Option Plan (together, the “Option Plans”) encourage participants to focus

on long-term performance and provides an opportunity for executive officers and certain designated key employees to increase their

stake in the Company.

Stock options succeed by delivering value to executives only when the value of our stock increases.

Option Plans authorize the grant of Non-Qualified Stock Options (“NQSOs”) and Incentive Stock Options (“ISOs”)

for the purchase of our Common Stock.

Option Plans assist the Company to:

2017 Stock Option Plan (“2017 Option Plan”) encourages participants to focus on long-term performance and provides

an opportunity for executive officers and certain designated key employees to increase their stake in the Company.

Stock options

succeed by delivering value to executives only when the value of our stock increases.

The 2017 Option Plan authorizes the grant

of Non-Qualified Stock Options (“NQSOs”) and Incentive Stock Options (“ISOs”) for the purchase of our

Common Stock.

2017 Option Plan assists the Company to:

the link between the creation of stockholder value and long-term executive incentive compensation;

10 unchanged sentences

at an exercise price in excess of the closing price of the Company’s Common Stock on the grant date.

Company’s NEOs, including Andy Lombardo, who was elected to EVP of Nuclear and Technical Services and an executive officer

of the Company effective January 16, 2020, have outstanding options from the Company’s Option Plans.

See “Item 11

Executive Compensation –

Outstanding Equity Awards at Fiscal Year-End -Outstanding Equity Awards at December 31,

for outstanding options for each of our NEOs.

Company’s NEOs have outstanding options from the Company’s 2017 Option Plan (See “Item 11 –

Compensation –

Outstanding Equity Awards at Fiscal Year-End - Outstanding Equity Awards at December 31, 2020”

outstanding options for each of our NEOs).

An option granted to our President and CEO in May 2016 for the purchase of up to 50,000

shares of the Company’s Common Stock at $3.97 per share with an expiration date of May 15, 2022 remains outstanding under

the 2010 Stock Option Plan.

The 2010 Stock Option Plan expired on September 29, 2020;

however, the option remains in effect until

the earlier of the exercise date by the optionee or the maturity date of May 15, 2022.

cases of termination of an executive officer’s employment due to death, by the executive for “good reason,”

32 unchanged sentences

amount as limited by law.

We, at our discretion, may make matching contributions based on the employee’s elective contributions.

At our discretion, we may make matching contributions based on the employee’s elective contributions.

Company contributions vest over a period of five years.

In 2020, the Company contributed approximately $594,000 in 401(k) matching

funds, of which approximately $21,000 was for our NEOs (including Andy Lombardo, who was elected to EVP of Nuclear and Technical

Services and an executive officer effective January 16, 2020) (see the “Summary Compensation”

table in this section

for 401(k) matching fund contributions made for the NEOs for 2019).

funds, of which approximately $31,500 was for our NEOs (see the “Summary Compensation”

table in this section for 401(k)

matching fund contributions made for the NEOs for 2020).

and Other Personal Benefits

5 unchanged sentences

The executive officers are provided an auto

Consideration

of Stockholder Say-On-Pay Advisory Vote.

the Annual Meeting of Stockholders held on July 25, 2019, the Company’s stockholders voted, on a non-binding, advisory basis,

on the compensation of the Company’s NEOs for 2018.

A substantial majority (approximately 95%) of the total votes cast on

the say-on-pay proposal at the Annual Meeting approved the compensation of the Company’s NEOs for 2018 on a non-binding,

advisory basis.

The Compensation Committee and the Board believes that this affirms the stockholders’

support of their approach

to executive compensation.

The Compensation Committee expects to continue to consider the results of future stockholder say-on-pay

advisory votes when making future compensation decisions for the Company’s NEOs.

The Company will hold an advisory vote

on the compensation of its NEOs for 2019 at the 2020 annual meeting of stockholders.

who are employees receive no additional compensation for serving on the Board or its committees.

12 unchanged sentences

Centofanti’s

annual salary as an employee of the Company).

table below summarizes the director compensation expenses recognized by the Company for the director options and stock awards

(resulting from fees earned) for the year ended December 31, 2019.

The terms of the 2003 Outside Directors Plan are further described

below under “2003 Outside Directors Plan.”

Fees Earned or Paid

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Robert Cochran (4)

annual salary and other compensation as an employee of the Company).

table below summarizes the director compensation expenses recognized by the Company for director options and stock awards (resulting

from fees earned) for the year ended December 31, 2020.

The terms of the 2003 Outside Directors Plan are further described below

under “2003 Outside Directors Plan.”

Earned or Paid In Cash

Incentive Plan Compensation

Deferred Compensation Earnings

Other Compensation

the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our

11 unchanged sentences

amount shown is the fair value of the Common Stock on the date of the award.

granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board of Directors on July

Options are for a 10-year period with an exercise price of $3.31 per share and are fully vested in six months from

The value of the option award for each outside director is calculated based on the fair value of the option per

share (approximately $2.27) on the date of grant times the number of options granted, which was 2,400 for each director, pursuant

options granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board on July 22,

Options are for a 10-year period with an exercise price of $6.70 per share and are fully vested in six months from grant

The value of the option award for each outside director is calculated based on the fair value of the option per share

(approximately $4.69) on the date of grant times the number of options granted, which was 2,400 for each director, pursuant

to ASC 718, “Compensation –

Stock Compensation.”

The following table reflects the aggregate number of outstanding

non-qualified stock options held by the Company’s directors at December 31, 2019.

As an employee of the Company or its

subsidiaries, Dr.

Centofanti is not eligible to participate in the 2003 Outside Directors Plan.

Options reflected below for

Centofanti were granted from the 2017 Stock Option Plan as discussed previously:

Options Outstanding at

December 31, 2019

Option awards for Joseph T.

Grumski also included the grant

of options for the purchase of up to 6,000 shares of our Common Stock granted to him upon initial election to the Board on

February 4, 2020.

The option is for a 10-year period with an exercise price of $7.00 per share and are fully vested six months

from date of grant.

The fair value of the 6,000 options was determined to be approximately $29,400 based on fair value of

$4.90 per share.

options for the purchase of up to 6,000 shares of the Company’s Common Stock granted under the Company’s 2003

Outside Directors Plan resulting from initial election to the Board on August 10, 2020.

The options are for a 10-year period

with an exercise price of $7.29 per share and are fully vested six months from date of grant.

The fair value of the option

was determined to be approximately $26,160 based on fair value of $4.36 per share.

following table reflects the aggregate number of outstanding non-qualified stock options held by the Company’s directors

at December 31, 2020.

As an employee of the Company or its subsidiaries, Dr.

Centofanti is not eligible to participate in

the 2003 Outside Directors Plan.

Options reflected below for Dr.

Centofanti were granted from the 2017 Stock Option Plan as

discussed previously:

Outstanding at

Louis Centofanti

Cochran resigned from the Board effective October 18, 2019.

January 21, 2021, the Company’s Compensation Committee and the Board approved the following revision to the annual compensation

of each non-employee Board member and the Board Committee(s) for which the Board member serves, effective January 1, 2021.

director is to be paid a quarterly fee of $11,500, compared to the previous quarterly fee of $8,000;

Chairman of the Board is to be paid an additional quarterly fee of $8,750, compared to the Chairman’s previous additional

quarterly fee of $7,500;

Chairman of the Audit Committee is to be paid an additional quarterly fee of $6,250, compared to the Audit Chair’s previous

additional quarterly fee of $5,500;

Chairman of each of the Compensation Committee, the Nominating Committee, and the Strategic Committee is to receive $3,125

in additional quarterly fees.

No additional quarterly fees were previously paid to the chairs of such committees.

of the Board is not eligible to receive a quarterly fee for serving as the Chairman of any the aforementioned committees ;

Audit Committee member (excluding the Chairman of the Audit Committee) is to receive an additional quarterly fee of $1,250;

member of the Compensation Committee, the Nominating Committee, and the Strategic Committee is to receive a quarterly fee

Such fee is payable only if the member does not serve as the Chairman of the Audit Committee, the Nominating Committee,

the Strategic Committee or as the Chairman of the Board.

non-employee Board member will continue to receive $1,000 for each board meeting attendance and a $500 fee for meeting attendance

via conference call.

Also, each director will continue to receive an option to purchase up to 2,400 shares of the Company’s

Common Stock on the date of his re-election to the Board at the annual meeting of stockholders, with each option having a 10-year

term and becoming fully vested after six months from grant date.

director may continue to elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors

Plan, with the balance, if any, payable in cash.

Outside Directors Plan

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be aligned with those of our stockholders;

therefore, under our 2003 Outside Directors Stock Plan, as amended (“2003 Outside

Directors Plan”), each outside director is granted a 10-year option to purchase up to 6,000 shares of Common Stock on the

date such director is initially elected to the Board, and receives on each re-election date an option to purchase up to another

2,400 shares of our Common Stock, with the exercise price being the fair market value of the Common Stock preceding the option

No option granted under the 2003 Outside Directors Plan is exercisable until after the expiration of six months from

the date the option is granted and no option shall be exercisable after the expiration of ten years from the date the option is

At December 31, 2019, options to purchase 136,000 shares of Common Stock were outstanding under the 2003 Outside Directors

Plan, of which 124,800 were vested at December 31, 2019.

therefore, under our 2003 Outside Directors Plan, as amended, each outside director

is granted a 10-year option to purchase up to 6,000 shares of Common Stock on the date such director is initially elected to the

Board, and receives on each re-election date an option to purchase up to another 2,400 shares of our Common Stock, with the exercise

price being the fair market value of the Common Stock preceding the option grant date.

No option granted under the 2003 Outside

Directors Plan is exercisable until after the expiration of six months from the date the option is granted and no option shall

be exercisable after the expiration of ten years from the date the option is granted.

At December 31, 2020, options to purchase

146,400 shares of Common Stock were outstanding under the 2003 Outside Directors Plan, of which 128,400 were vested at December

a member of the Board, each director may elect to receive either 65% or 100% of his director’s fee in shares of our Common

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This information is based on the Schedule 13D of Heartland Advisors, Inc., an investment advisor, filed with the Commission

on January 10, 2020, disclosing that at December 31, 2019, Heartland Advisors, Inc.

had dispositive power over all shares shown

above, but shared voting power over 1,290,730 of such shares and no voting power over 157,700 of the shares.

The address of Heartland

Advisors, Inc.

on January 13, 2021, disclosing that at January 8, 2021, each Heartland Advisors, Inc.

William Nasgovitz, as a control

person of Heartland Advisors, Inc.

had shared dispositive power over all shares shown above and shared voting power over 1,346,030

of such shares.

The address of Heartland Advisors, Inc.

is 789 North Water Street, Milwaukee, WI 53202.

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shares of our Common Stock.

None of Capital Bank’s investors beneficially own more than 4.9% of our Common Stock and to

its best knowledge, as far as stocks held in accounts with Capital Bank, none of Capital Bank’s investors act together as

None of such investors beneficially own more than 4.9% of our Common Stock and to the best knowledge

of Capital Bank, as far as stocks held by such investors in accounts with Capital Bank, none of such investors act together as

a group or otherwise act in concert for the purpose of voting on matters subject to the vote of our stockholders or for purpose

of disposition or investment of such stock.

Additionally, Capital Bank’s investors maintain full voting and dispositive

power over the Common Stock beneficially owned by such investors, and Capital Bank has neither voting nor investment power over

Accordingly, Capital Bank believes that (i) it is not the beneficial owner, as such term is defined in Rule 13d-3

of the Exchange Act, of the shares of Common Stock registered in Capital Bank’s name because (a) Capital Bank holds the

Common Stock as a nominee only, (b) Capital Bank has neither voting nor investment power over such shares, and (c) Capital Bank

has not nominated or sought to nominate, and does not intend to nominate in the future, any person to serve as a member of our

and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to file either Schedule 13D or Schedule

13G in connection with the shares of our Common Stock registered in the name of Capital Bank.

Additionally, the investors for whom Capital Bank acts as nominee with respect to

such shares maintain full voting and dispositive power over the Common Stock beneficially owned by such investors, and Capital

Bank has neither voting nor investment power over such shares.

Accordingly, Capital Bank believes that (i) it is not the beneficial

owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares of Common Stock registered in Capital Bank’s

name because (a) Capital Bank holds the Common Stock as a nominee only, (b) Capital Bank has neither voting nor investment power

over such shares, and (c) Capital Bank has not nominated or sought to nominate, and does not intend to nominate in the future,

any person to serve as a member of our Board;

and (ii) it is not required to file reports under Section 16(a) of the Exchange

Act or to file either Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name of

Capital Bank.

Notwithstanding

the previous paragraph, if Capital Bank’s representations to us described above are incorrect or if Capital Bank’s

investors are acting as a group, then Capital Bank or a group of Capital Bank’s investors could be a beneficial owner of

more than 5% of our voting securities.

If Capital Bank was deemed the beneficial owner of such shares, the following table sets

forth information as to the shares of voting securities that Capital Bank may be considered to beneficially own on February 18,

the previous paragraph, if Capital Bank’s representations to us described above are incorrect or if the investors for whom

Capital Bank acts as nominee are acting as a group, then Capital Bank or a group of such investors could be a beneficial owner

of more than 5% of our voting securities.

If Capital Bank was deemed the beneficial owner of such shares, the following table

sets forth information as to the shares of voting securities that Capital Bank may be considered to beneficially own on February

Bank-Grawe Gruppe

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This amount is the number of shares that Capital Bank has represented to us that it holds of record as nominee for, and

as an agent of, certain of its accredited investors.

As of the date of this report, Capital Bank has no warrants or options to

acquire, as agent for certain investors, additional shares of our Common Stocks.

Although Capital Bank is the record holder of

the shares of Common Stock described in this note, Capital Bank has advised us that it does not believe it is a beneficial owner

of the Common Stock or that it is required to file reports under Section 16(a) or Section 13(d) of the Exchange Act.

Because Capital

Bank (a) has advised us that it holds the Common Stock as a nominee only and that it does not exercise voting or investment power

over the Common Stock held in its name and that no one investor of Capital Bank for which it holds our Common Stock holds more

than 4.9% of our issued and outstanding Common Stock and (b) has not nominated, and has not sought to nominate, and does not intend

to nominate in the future, any person to serve as a member of our Board, we do not believe that Capital Bank is our affiliate.

Capital Bank’s address is Burgring 16, A-8010 Graz, Austria.

as an agent of, certain accredited investors.

As of the date of this report, Capital Bank has no warrants or options to acquire,

as agent for certain investors, additional shares of our Common Stock.

Although Capital Bank is the record holder of the shares

of Common Stock described in this note, Capital Bank has advised us that it does not believe it is a beneficial owner of the Common

Stock or that it is required to file reports under Section 16(a) or Section 13(d) of the Exchange Act.

Capital Bank has advised

us that it (a) holds the Common Stock as a nominee only and that it does not exercise voting or investment power over the Common

Stock held in its name and that no one investor for which it holds our Common Stock holds more than 4.9% of our issued and outstanding

Common Stock and (b) has not nominated, and has not sought to nominate, and does not intend to nominate in the future, any person

to serve as a member of our Board.

Accordingly, we do not believe that Capital Bank is our affiliate.

Capital Bank’s address

is Burgring 16, A-8010 Graz, Austria.

Ownership of Management

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Centofanti (4)

Naccarato (9)

Lombardo (12)

Naccarato (13)

and Executive Officers as a Group (11 persons)

1,113,694 (14)

beneficial ownership of less than one percent (1%).

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Place, Suite 250, Atlanta, Georgia 30350.

Bostick has sole and voting and investment power over all shares shown, which include:

(i) 2,865 shares of Common Stock

held of record by Mr.

Bostick, and (ii) immediately exercisable options to purchase 6,000 shares.

These shares include (i) 167,525 shares held of record by Dr.

Centofanti, (ii) options to purchase 23,000 shares which are

immediately exercisable, and (iii) 62,800 shares held by Dr.

Centofanti, (ii) immediately exercisable options to purchase

36,000 shares, and (iii) 62,800 shares held by Dr.

Centofanti’s wife.

Centofanti has sole voting and investment

power of these shares, except for the shares held by Dr.

Centofanti has sole voting and investment power

over all such shares, except for the shares held by Dr.

Centofanti’s wife, over which Dr.

Centofanti shares voting and

investment power.

Centofanti shares voting and investment

Centofanti also owns 700 shares of PF Medical’s Common Stock.

Grumski does not beneficially own any of the Company’s shares.

Reeder has sole voting and investment power over these shares which include:

Grumski has sole and voting and investment power over all shares shown, which include:

(i) 6,976 shares of Common Stock

held of record by Mr.

Grumski, and (ii) immediately exercisable options to purchase 8,400 shares.

Reeder has sole voting and investment power over all shares shown, which include:

(i) 194,253 shares of Common Stock

held of record by Mr.

Reeder, and (ii) immediately exercisable options to purchase 24,000 shares.

Shelton has sole voting and investment power over all shares shown, which include:

(i) 127,657 shares of Common Stock

held of record by Mr.

Shelton, and (ii) immediately exercisable options to purchase 24,000 shares.

Shelton also owns 750 shares

of PF Medical’s Common Stock.

Wamp has sole voting and investment power over all shares shown, which include:

(i) 20,585 shares of Common Stock held

of record by Mr.

Reeder, and (ii) options to purchase 24,000 shares, which are immediately exercisable.

Shelton has sole voting and investment power over these shares which include:

Wamp, and (ii) immediately exercisable options to purchase 13,200 shares.

Zwecker has sole voting and investment power over all shares shown, which include:

(i) 189,858 shares of Common Stock

held of record by Mr.

Zwecker, and (ii) immediately exercisable options to purchase 24,000 shares.

Duff has sole voting and investment power over all shares shown, which include:

(i) 18,321 shares of Common Stock held

of record by Mr.

Shelton, and (ii) options to purchase 24,000 shares, which are immediately exercisable.

Shelton also owns

750 shares of PF Medical’s Common Stock.

Wamp has sole voting and investment power over these shares which include:

(i) 15,387 shares of Common Stock held of

record by Mr.

Wamp, and (ii) options to purchase 10,800 shares, which are immediately exercisable.

Zwecker has sole voting and investment power over these shares which include:

Duff, and (ii) immediately exercisable options to purchase 120,000 shares.

Grondin has sole voting and investment power over all shares shown, which include:

(i) 36 shares of Common Stock held

of record by Mr.

Zwecker, and (ii) options to purchase 24,000 shares, which are immediately exercisable.

Naccarato has sole voting and investment power over all these shares which include:

Grondin, and (ii) immediately exercisable options to purchase 16,000 shares.

Lombardo has sole voting and investment power over all shares shown, which include:

(i) 5,900 shares of Common Stock

held of record by Mr.

Naccarato, and (ii) options to purchase 23,000 shares which are immediately exercisable.

Naccarato also

owns 100 shares of PF Medical’s Common Stock.

Duff has sole voting and investment power over all shares shown, which include:

(i) 13,551 shares of Common Stock held

of record by Mr.

Duff, and (ii) options to purchase 95,000 shares, which are immediately exercisable.

Lombardo has sole voting and investment power over all these shares.

includes 223,800 options, which are immediately exercisable.

Lombardo, and (ii) immediately exercisable options to purchase 6,000 shares.

Naccarato has sole voting and investment power over all shares shown, which include:

(i) 3,318 shares of Common Stock

held of record by Mr.

Naccarato, and (ii) immediately exercisable options to purchase 36,000 shares.

Naccarato also owns 100

shares of PF Medical’s Common Stock.

Amount includes 313,600 immediately exercisable options.

Compensation Plans

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plans (excluding

compensation plans approved by stockholders

compensation plans not approved by stockholders

compensation plans

approved by stockholders

compensation plans not

approved by stockholders

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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written policies for the review of related party transactions, the Audit Committee reviews transactions between the Company and

its directors, executive officers, and their respective immediate family members.

In reviewing a proposed transaction, the Audit

Committee takes into account, among other factors it deems appropriate:

its directors, executive officers, holders of more than 5% of any class of the Company’s voting securities, and their respective

immediate family members.

In reviewing a proposed transaction, the Audit Committee takes into account, among other factors it

deems appropriate:

extent of the related person’s interest in the transaction;

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risks to the Company.

addition, as applicable, the Audit Committee considers Section 144 of the Delaware General Corporation Law (“DGCL”)

and the Company’s Code of Ethics.

provisions of Section 144 of the DGCL apply to transactions between the Company and any of its officers or directors, or any organization

in which any such individual has a financial interest or serves as a director or officer (individually, a “Section 144 Related

Party,”

and, collectively, “Section 144 Related Parties”).

Section 144 provides that a transaction between a

corporation and any Section 144 Related Party will not be void or voidable solely because such transaction involves the corporation

and the Section 144 Related Party, or solely because the Section 144 Related Party is present at or participates or votes in the

meeting of the board or committee which authorizes the transaction, if the transaction (a) is approved in good faith after full

disclosure of the material facts of the transaction by a majority vote of (i) the disinterested directors, or (ii) the stockholders,

and (b) is fair as to the corporation as of the time it is authorized, approved, or ratified by the board, a committee or the

stockholders.

provisions of the Code of Ethics apply to our NEOs and provides that such individuals must exhibit and promote honest and ethical

conduct in connection with the performance of his or her duties for and on behalf of the Company, including the ethical handling

of actual or apparent conflicts of interest involving such individual and the Company, by, among other considerations:

entering into a transaction that would result in a conflict of interest with what is in the best interest of the Company and

that is reasonably likely to result in material personal gain to any such individuals or their affiliates;

having a personal financial interest in any of the Company’s suppliers, customers or competitors that could cause divided

loyalty as a result of having the ability to influence the Company’s decisions with that particular supplier or customer

or actions to be taken by the Company that could materially benefit a competitor.

party transactions are reviewed by the Audit Committee prior to the consummation of the transaction.

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and a Board member.

Louis Centofanti previously held the position of President and CEO until September 8, 2017.

Agreements and MIPs

entered into employment agreements with each of our NEOs, Mark Duff (President and CEO), Ben Naccarato (CFO), and Dr.

entered into an employment agreement with each of our NEOs, Mark Duff (President and CEO), Ben Naccarato (CFO), Dr.

Louis Centofanti

(EVP of Strategic Initiatives), with each employment agreement dated September 8, 2017 (see “Item 11.

Executive Compensation

Employment Agreements”

(EVP of Strategic Initiatives), Andy Lombardo (EVP of Nuclear and Technical Services) and Richard Grondin (EVP of Waste Treatment

Operations), with each employment agreement dated July 22, 2020 (see “Item 11.

Executive Compensation –

Agreements”

for a discussion of these employment agreements).

Each of our NEOs, including Andy Lombardo,

who was elected to EVP of Nuclear and Technical Services and an executive officer of the Company effective January 16, 2020 by

the Company’s Board, has MIPs for fiscal years 2019 and 2020 (see “Item 11.

Executive Compensation - Performance-Based

Incentive Compensation –

Each of our NEOs also has a MIP for fiscal years 2020 and

2021 (see “Item 11.

Executive Compensation - Performance-Based Incentive Compensation –

2020 MIPs and 2021 MIPs”

for a discussion of these MIPs).

Lombardo’s MIP for fiscal

year 2019 was for his position as SVP of Nuclear and Technical Services which was prior to his election by the Board to an executive

officer of the Company.

Common Stock is listed on the Nasdaq Capital Market.

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Board annually undertakes a review of the composition of our Board of Directors and its committees and the independence of each

Based upon information requested from and provided by each director concerning his or her background, employment and

affiliations, including family relationships, our Board of Directors has determined that each of S.

Robert Cochran (a director

until October 18, 2019), Joseph T.

Grumski (a director effective February 3, 2020), Joe R.

Based upon information requested from and provided by each director concerning his background, employment and affiliations,

including family relationships, our Board of Directors has determined that each of Messrs.

Bostick, Joseph T.

Reeder, Larry M.

Shelton, Zach P.

Zwecker is/was an “independent director”

as defined under the Nasdaq Marketplace Rules.

Our Board of Directors

has also determined that each member of our Audit Committee in 2019, consisting of Mark A.

Zwecker (Chairperson), S.

Robert Cochran

(who was a member of the Audit Committee until October 18, 2019), Zach Wamp (who became a member of the Audit Committee effective

October 18, 2019), and Larry M.

Shelton, and each member of our Compensation and Stock Option Committee in 2019, consisting of

Shelton (Chairperson), Joe R.

Reeder, and Mark A.

Zwecker, satisfy/satisfied the independence standards for such committees

established by the Commission and the Nasdaq Marketplace Rules, as applicable.

In making such determination, our Board of Directors

considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our

Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each

non-employee director.

Wamp and Mark A.

Zwecker is an “independent director”

as defined under the

Nasdaq Marketplace Rules.

Our Board of Directors has also determined that each member of our Audit Committee, consisting of Mark

Zwecker (Chairperson), Zach Wamp (who was a member of the Audit Committee until April 16, 2020), Larry M.

Shelton, and Joseph

Grumski (who became a member of the Audit Committee effective April 16, 2020), and each member of our Compensation Committee,

consisting of Joseph T.

Grumski (who became a member and the Chairperson effective January 21, 2021), Zach P.

Wamp (who became

a member effective January 21, 2021), Mark A.

Zwecker, Larry M.

Shelton (who was replaced by Joseph T.

Grumski as a member and

the Chairperson effective January 21, 2021), and Joe R.

Reeder (who was replaced by Zach P.

Wamp as a member effective January

21, 2021) satisfy/satisfied the independence standards for such committees established by the Commission and the Nasdaq Marketplace

Rules, as applicable.

In making such determination, our Board of Directors considered the relationships that each such non-employee

director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence,

including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors has determined that Dr.

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independent registered public accounting firm, for fiscal years 2020 and 2019:

Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited

quarterly financial statements, and work generally only the independent registered accounting firm can reasonably provide, such

as consents and review of regulatory documents filed with the Securities and Exchange Commission.

Fees for income tax planning, filing, and consulting.

Audit Committee of the Company’s Board has considered whether Grant Thornton’s provision of the services described

above for the fiscal years 2019 and 2018 was compatible with maintaining its independence.

fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly

financial statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents

and review of regulatory documents filed with the Securities and Exchange Commission.

for income tax planning, filing, and consulting.

of the Independent Auditor

Audit Committee approves in advance all engagements with the Company’s independent accounting firm to perform audit or non-audit

services for us.

All services under the headings Audit Fees and Tax Fees were approved by the Audit Committee pursuant to paragraph

(c)(7)(i)(C) of Rule 2-01 of Regulation S-X of the Exchange Act.

ensure that our independent registered public accounting firm is engaged only to provide audit and non-audit services that are

compatible with maintaining its independence, the Audit Committee has a policy that requires the Committee to review and approve

in advance all services to be provided by the Company’s independent accounting firm before the firm is engaged to provide

those services.

The Audit Committee considers non-audit services and fees when assessing auditor independence, and determined

that tax return preparation and other tax compliance services is compatible with maintaining our accounting firm’s independence.

All services under the headings Audit Fees and Tax Fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C)

of Rule 2-01 of Regulation S-X of the Exchange Act.

The Audit Committee’s pre-approval policy provides as follows:

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of the registrant and in capacities and on the dates indicated.

Bostick, Director

Centofanti, Director

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Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(i) to the Company’s 2018 Form 10-K filed on April 1, 2019.

Amended and Restated Bylaws, as amended effective July 28, 2016, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on August 1, 2016.

Second Amended and Restated Bylaws, as amended effective January 21, 2021, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on January 26, 2021.

Shareholder Rights Agreement dated and effective as of May 2, 2018 between Perma-Fix Environmental Services, Inc.

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Third Amended, Restated and Substituted Revolving Credit Note between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated August 2, 2013, as incorporated by reference from Exhibit 4.6 to the Company 2018 Form 10-K filed on April 1, 2019.

Fifth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated July 25, 2014.

Sixth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated July 28, 2014.

Fourth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement and Waiver between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated April 14, 2014, as incorporated by reference from Exhibit 4.8 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Fifth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated July 25, 2014, as incorporated by reference from Exhibit 4.9 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Sixth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated July 28, 2014, as incorporated by reference from Exhibit 4.10 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Seventh Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated March 24, 2016, as incorporated by reference from Exhibit 4.17 to the Company’s 2015 Form 10-K filed on March 24, 2016.

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Twelfth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated June 20, 2019, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on June 21, 2019.

Thirteenth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated December 13, 2019, as incorporated by reference from Exhibit 4.17 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association (as Lender and as Agent), dated May 8, 2020, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the Quarter ended March 31, 2020 filed on May 12, 2020.

Payment Protection Program Term Note dated April 11, 2020, by and between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on April 15, 2020.

Loan and Securities Purchase Agreement, dated April 1, 2019 between Robert L.

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2003 Outside Directors’

Stock Plan of the Company.

First Amendment to 2003 Outside Directors Stock Plan.

Stock Plan of the Company, as incorporated by reference from Exhibit 10.1 to the Company’s 2019 Form 10-K filed on March 20, 2020.

First Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.2 to the Company’s 2019 Form 10-K filed on March 20, 2020.

Second Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Exhibit 10.3 to the Company’s 2017 Form 10-K filed on March 16, 2018.

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2017 Stock Option Plan, as incorporated by reference from Exhibit B to the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders filed on June 22, 2017.

Employment Agreement dated September 8, 2017 between Mark Duff, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on September 12, 2017.

Employment Agreement dated September 8, 2017 between Dr.

Louis Centofanti, Executive Vice President of Strategic Initiatives, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on September 12, 2017.

Employment Agreement dated September 8, 2017 between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on September 12, 2017.

2019 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2019, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on January 23, 2019.

2019 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2019, as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on January 23, 2019.

2019 Incentive Compensation Plan for Executive Vice President of Strategic Initiatives, effective January 1, 2019, as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on January 23, 2019.

Employment Agreement dated July 22, 2020 between Mark Duff, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Dr.

Louis Centofanti, Executive Vice President of Strategic Initiatives, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Andy Lombardo, EVP of Nuclear and Technical Services, Inc.

and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on July 27, 2020.

Employment Agreement dated July 22, 2020 between Richard Grondin, EVP of Waste Treatment Operations and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on July 27, 2020.

2020 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2020, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on January 22, 2020.

2 unchanged sentences

2020 Incentive Compensation Plan for Executive Vice President of Nuclear and Technical Services, effective January 1, 2020, as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 22, 2020.

2020 Incentive Compensation Plan for Executive Vice President of Waste Treatment Operations, effective January 1, 2020, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on July 27, 2020.

Incentive Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Chief Executive Officer, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on August 2, 2017.

3 unchanged sentences

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Chief Financial Officer, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Executive Vice President of Strategic Initiatives, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and EVP of Strategic Initiatives, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2019.

Incentive Stock Option Agreement dated October 19, 2017 between Perma-Fix Environmental Services, Inc., and Richard Grondin, as incorporated by reference from Exhibit 99.11 to the Company’s Form 8-K filed on July 27, 2020.

Incentive Stock Option Agreement dated January 17, 2019 between Perma-Fix Environmental Services, Inc., and Richard Grondin, as incorporated by reference from Exhibit 99.12 to the Company’s Form 8-K filed July 27, 2020.

Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc., and Mr.

2 unchanged sentences

Ferguson, as incorporated by reference from Exhibit 10.23 to the Company 2018 Form 10-K filed on April 1, 2019.

Second Amendment to Stock Option Agreement dated July 27, 2017 between Perma-Fix Environmental Services, Inc.

Ferguson, as incorporated by reference from Exhibit 99.3 to the Company Form 8-K filed on March 31, 2020.

Task Order Agreement for Small Scales Remediation Package between Canadian Nuclear Laboratories LTD and Perma-Fix Canada Inc., as incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2019 filed on May 9, 2019.

1 unchanged sentence

PRICE INFORMATION OF THIS EXHIBIT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

List of Subsidiaries

2021 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2021, as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on January 26, 2021.

2021 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2021, as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on January 26, 2021.

2021 Incentive Compensation Plan for EVP of Strategic Initiatives, effective January 1, 2021, as incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on January 26, 2021.

2021 Incentive Compensation Plan for EVP of Nuclear and Technical Services, effective January 1, 2021, as incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January 26, 2021.

2021 Incentive Compensation Plan for EVP of Waste Treatment Operations, effective January 1, 2021, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K filed on January 26, 2021.

and Material Master Task Ordering Agreement Subcontract Form of Agreement (subcontract 573512) dated February 23, 2020 and

Modification 4 between Perma-Fix Environmental Services, Inc.

and Triad National Security, LLC.

CERTAIN INFORMATION OF THIS

EXHIBIT WITHIN “EXHIBIT C”

“Form A-1 SCHEDULE OF RATES AND NOT-TO-EXCEED AMOUNTS”

EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBICLY DISCLOSED.

and Material Master Task Ordering Agreement Subcontract Form of Agreement (subcontract 554628) dated August 21, 2019 and Modification

6 between Perma-Fix Environmental Services, Inc.

and Triad National Security, LLC.

CERTAIN INFORMATION OF THIS EXHIBIT WITHIN

“EXHIBIT C”

“FORM A-1 SCHEDULE OF RATES AND NOT-TO-EXCEED AMOUNTS”

HAS BEEN EXCLUDED FROM

THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBICLY DISCLOSED.

of Subsidiaries

Consent of Grant Thornton, LLP

Certification by Mark Duff, Chief Executive Officer and Principal Executive Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a).

Certification by Ben Naccarato, Chief Financial Officer and Principal Financial Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a).

Certification by Mark Duff, Chief Executive Officer and Principal Executive Officer of the Company furnished pursuant to 18 U.S.C.

Section 1350.

Certification by Ben Naccarato, Chief Financial Officer and Principal Financial Officer of the Company furnished pursuant to 18 U.S.C.

Section 1350.

Certification

by Mark Duff, Chief Executive Officer and Principal Executive Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a).

Certification

by Ben Naccarato, Chief Financial Officer and Principal Financial Officer of the Company pursuant to Rule 13a-14(a) and 15d-14(a).

Certification

by Mark Duff, Chief Executive Officer and Principal Executive Officer of the Company furnished pursuant to 18 U.S.C.

Certification

by Ben Naccarato, Chief Financial Officer and Principal Financial Officer of the Company furnished pursuant to 18 U.S.C.

Instance Document*

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures