Ramaco Resources (METC) 8-KDeparture of Directors or Certain Officers

Exhibit 10.1

RAMACO RESOURCES, INC.

CHANGE IN CONTROL SEVERANCE PLAN

(Effective as of July 9, 2024)

ARTICLE I

GENERAL

This Plan, effective as of July 9, 2024, amends and restates the Ramco Resources, Inc. Change in Control and Severance Plan, effective April 27, 2020. The provisions of this Plan shall remain in effect, subject to the right of the Board or the Committee to amend or terminate this Plan at any time pursuant to Section 6.5. The rights, if any, of any person hereunder shall be determined pursuant to this Plan as in effect on the date such person ceases to be an employee of the Company, unless a subsequently adopted provision of this Plan is applicable to such person in accordance with the provisions of Section 6.5.

ARTICLE II

DEFINITIONS AND USAGE

2.1            Definitions. Wherever used in this Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:

(a)           “Annual Bonus Plan” means for each year, the Company’s fiscal year bonus plan, or any other plan adopted by the Board or the Committee which provides for the payment of additional incentive compensation or equity consideration on an annual basis to Officers contingent upon the Company’s performance, including stock performance or results of operations for that specific year.

(b)           “Base Salary” means, with respect to a Participant, the greater of (i) such Participant’s annual rate of base salary in effect as of the Termination Date or (ii) such Participant’s average annual base salary received (disregarding any withholdings and elective deferrals) during the three (3) calendar years preceding the year in which the Termination Date occurs.

(c)            “Benefit Plans” means, with respect to a Participant, the Annual Bonus Plan, any thrift plan, bonus or incentive plan, stock option or stock accumulation plan, pension plan or medical, disability, accident or life insurance plan, program or policy of the Company that is intended to benefit its employees who are similarly situated to such Participant, as applicable.

(d)           “Board” means the Board of Directors of the Company.

(e)           “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of  1985.

(f)            “COBRA Premium” means the monthly premium for COBRA continuation coverage under Section 4980B of the Code for the Company’s medical, dental and vision plans in which a Participant was entitled to participate immediately prior to the Participant’s Termination Date (or, if no such coverage is offered by the Company to similarly situated employees as of his or her Termination Date, then such monthly COBRA premium in effect immediately prior to the Change of Control Effective Date).

(g)           “Cause” means, with respect to a Participant, the determination that such Participant:

(i)            has failed to regularly and adequately perform the job duties and responsibilities assigned by the Company to such Participant, as determined by the Committee, at any time other than during a Protected Period;

(ii)            has committed a material violation of any of the Company’s policies, procedures, rules and regulations applicable to employees generally or to employees at his or her grade level, in each case, as they may be amended from time to time in the Company’s discretion;

(iii)            has committed gross negligence or willful misconduct in the performance of his or her duties or responsibilities to the Company (other than as a result of physical or mental illness or injury);

(iv)            has committed fraud, theft, embezzlement or misappropriation of funds or other assets of the Company; or

(v)            has been convicted of, entered a plea of guilty or no-contest to, or received adjudicated probation or deferred adjudication in connection with, a crime involving fraud, dishonesty or moral turpitude or any felony (or crime of similar import outside the United States).

(h)            “Change in Control” shall mean a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5)(i).

(i)            “Change in Control Effective Date” means the first date as of which a Change in Control shall have occurred.

(j)            “Change in Control Severance Benefits” has the meaning ascribed thereto in Section 4.2(a).

(k)           “Change in Control Severance Multiple” is (i) “2.5” for a Tier 1 Participant and a Tier 2 Participant; or (ii) “1.5” for a Tier 3 Participant.

(l)            “Change in Control Severance Payment” has the meaning ascribed thereto in Section 4.2(a)(2).

(m)           “Code” means the Internal Revenue Code of 1986, as amended.

(n)           “Committee” means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board, from time to time, to administer this Plan.

(o)           “Company” means Ramaco Resources, Inc., a Delaware corporation.

(p)           “Disability” means, with respect to any Participant, such Participant’s continuing full-time absence from his or her duties with the Company for 90 days or longer as a result of physical or mental incapacity, which absence is anticipated to extend for 90 additional days or longer, with such need for absence and the anticipated duration to be determined solely by a medical physician of such Participant’s choice who is approved by the Company, which approval shall not be unreasonably withheld.

(q)           “Eligible Employee” means an Officer who is or has been designated as a Tier 1 Participant, Tier 2 Participant or Tier 3 Participant; provided, however that any Employee who has an individual agreement with the Company at any time providing for change-of-control benefits (other than one or more award agreements under one or more long-term incentive plans) shall not be an Eligible Employee (or a Participant).

(r)            “Employment” means employment with the Company or its Subsidiaries, or a successor, following a Change in Control.

(s)           “Good Reason” means, with respect to any Participant, any of the following:

(i)            a material reduction in the authority, duties or responsibilities of such Participant from those applicable to such Participant immediately prior to the Change in Control Effective Date, except as a result of such Participant’s death or due to Disability;

(ii)           a material reduction by the Company in such Participant’s annual base salary, annual bonus opportunity or aggregate long-term incentive compensation in effect immediately prior to the Change in Control Effective Date and as may subsequently be increased thereafter;

(iii)          (A) the failure by the Company to continue in effect any Benefit Plans in which such Participant was participating immediately prior to the Change in Control Effective Date, other than as a result of the expiration or an amendment of any such Benefit Plan in accordance with its terms, or (B) the taking of any action, or failure to act, by the Company which would materially reduce such Participant’s benefits under any of the Benefit Plans in which such Participant was participating or deprive such Participant of any material benefit, including a severance plan benefit, enjoyed by such Participant, immediately prior to the Change in Control Effective Date (except as proposed by such Participant to the Company);

(iv)          the relocation of the principal place of such Participant’s employment as of the Change in Control Effective Date to a location at least 50 miles further from such Participant’s principal residence without such Participant’s express written consent; or

(v)           the failure by the Company upon a Change in Control to obtain the assumption of this Plan by any successor entity (other than by operation of law).

(t)            “Officer” means an officer of the Company elected or appointed from time to time pursuant to the Bylaws of the Company, as the same may be amended from time to time.

(u)           “Participant” means an Eligible Employee who satisfies the participation requirements in Article III of this Plan.

(v)           “Participation Agreement” means a written or electronic document, in the form and manner prescribed by the Committee, executed by an Eligible Employee, pursuant to which such Eligible Employee (i) acknowledges he or she has been designated to be a Participant and agrees to the terms and conditions of this Plan and (ii) accepts and acknowledges that he or she is subject to the restrictive covenants set forth in Article V of this Plan.

(w)          “Person” means any individual, corporation, partnership, group (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934, as amended), association or other person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder).

(x)            “Plan” means this Ramaco Resources, Inc. Change in Control Severance Plan, as amended from time to time.

(y)           “Prior Plan” means the Ramco Resources, Inc. Change in Control and Severance Plan, effective April 27, 2020.

(z)           “Protected Period” means the period beginning ninety (90) days before the Change in Control Effective Date and ending on the date that is twenty-four (24) months after the Change in Control Effective Date.

(aa)         “Qualifying Termination” means a termination of the Participant’s Employment during the Protected Period (i) by the Participant due to Good Reason, or (ii) by the Company, its Subsidiary or a successor to the Company other than for Cause; provided, however, that a Participant’s termination of Employment will be considered to be a Qualifying Termination for Good Reason only if the Participant has provided written notice to the Company of the condition the Participant claims constitutes Good Reason within ninety (90) days of the initial existence of such condition, the condition specified in the notice remains uncorrected for thirty (30) days after receipt of the notice by the Company, and the Participant actually terminates Employment within ten (10) days after the expiration of the thirty (30) day correction period.

(bb)         “Subsidiary” means (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation, and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

(cc)         “Target Bonus” means, with respect to a Participant, the greater of (i) such Participant’s target annual bonus opportunity under the Annual Bonus Plan for the year in which such Participant’s Termination Date occurs or (ii) such Participant’s average actual bonus paid under the Annual Bonus Plan (disregarding any withholdings and elective deferrals) with respect to the three (3) calendar years preceding the year in which the Termination Date occurs.

(dd)         “Termination Date” means, with respect to a Participant, the date such Participant’s employment with the Company terminates, which date is the final date of such Participant’s employment with the Company; provided, however, that such termination is a “Separation from Service” (within the meaning of Code Section 409A and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or guidance thereto)).

(ee)         “Tier 1 Participant” means a Participant holding the position of Executive Chairman, Chief Executive Officer, or other Officer designated as a Tier 1 Participant by the Committee.

(ff)           “Tier 2 Participant” means a Participant holding the position of Chief Financial Officer or Chief Operating Officer, or other Officer designated as a Tier 2 Participant by the Committee.

(gg)         “Tier 3 Participant” means a Participant who has been designated as a Tier 3 Participant by the Committee.

(hh)         “Welfare Continuation Period” means the period commencing on a Participant’s Termination Date and ending eighteen (18) months after the Termination Date.

ARTICLE III

PARTICIPATION

3.1            Participation. Subject to Section 3.2, a Participant in this Plan shall be an Eligible Employee who: (i) is a (A) Tier 1 Participant, (B) Tier 2 Participant, or (C) Tier 3 Participant; and (ii) has executed and returned to the Committee (or its delegate) the Participation Agreement no later than the date specified. An Eligible Employee shall not be a Participant in this Plan if he or she fails to timely execute and return to the Committee (or its delegate) the Participation Agreement. For the avoidance of doubt, an individual who is not a Participant as of the individual’s Termination Date shall not be eligible for Change in Control Severance Benefits under this Plan.

3.2            Change in Position and Cessation of Participant Status.

(a)           Except as provided in a Participation Agreement, a Participant shall cease to be a Participant if:

(i)            he or she enters into an individual agreement with the Company providing for change in control benefits (other than one or more award agreements under one or more long-term incentive plans) after becoming a Participant, effective as the date of such individual agreement (and shall not be an Eligible Employee while such individual agreement is in effect); or

(ii)           he or she ceases to be an Eligible Employee prior to his or her Termination Date.

(b)            During any Protected Period, neither the Board nor the Committee may amend or change the definition of a Tier 1 Participant, Tier 2 Participant or Tier 3 Participant or take any other action that would reduce or eliminate the potential Change in Control Severance Benefits of any Participant (including by removing or changing a Participant’s status as an Officer). Other than during any Protected Period, except as may be provided in a Participation Agreement, (i) the Committee shall have the discretion and ability to modify the Tier 1 Participant, Tier 2 Participant or Tier 3 Participant definitions, from time to time and at any time, including modifications to change positions or designate new positions, and (ii) the Board or the Company or any Subsidiary shall have the discretion and ability to change, from time to time and at any time, an Employee’s job title or position, even if the change in clause (i) or (ii) above results in such individual ceasing to be an Officer and, as a result, such individual ceases to be a Participant or decreases the Change in Control Severance Benefits such individual may be eligible to receive under this Plan. In such event, the Committee (or its designee) shall notify the individual of the change and, in its discretion, may require the Participant to execute a new Participant Agreement (with such new Participation Agreement replacing and superseding the Participant’s prior Participation Agreements).

ARTICLE IV

CHANGE IN CONTROL SEVERANCE BENEFITS

4.1            General.

(a)            If a Participant’s Employment is terminated as described in Section 4.2, such Participant shall be entitled to the Change in Control Severance Benefits, subject to such Participant’s execution and timely delivery of an effective and unrevoked waiver and release of claims against the Company and other related parties (as designated by the Committee, from time to time), with such release to be in the form as determined by the Committee in its sole discretion. A Participant shall not be entitled to the Change in Control Severance Benefits under any circumstance not described in Section 4.2, or if such Participant fails to sign and timely deliver an effective and unrevoked release of claims against the Company and such other related parties.

(b)            A Participant’s right to Change in Control Severance Benefits shall be further conditioned upon his or her compliance with the provisions of the Participation Agreement signed by such Participant and delivered to the Company. In the event a Participant fails to comply with the provisions of his or her Participation Agreement, such Participant shall repay to the Company any payments received pursuant to Section 4.2, and no further benefits shall be payable under this Plan.

4.2           Change in Control Severance Benefits. If a Participant’s Employment is terminated due to a Qualifying Termination, such Participant shall be entitled to the following Change in Control Severance Benefits, subject to the Waiver and Release Agreement requirement described in Section 4.1:

(a)            a lump-sum cash payment in an amount equal to the applicable Change in Control Severance Multiple for such Participant multiplied by the sum of such Participant’s (A) Base Salary, plus (B) Target Bonus (the “Change in Control Severance Payment”, and together with the benefits described in Section 4.2(b)-(d), the “Change in Control Severance Benefits”);

(b)           an amount equal to Participant’s target annual bonus opportunity under the Annual Bonus Plan for the year in which such Participant’s Termination Date occurs, multiplied by a fraction, the numerator of which is the total number of days of Participant’s Employment during such year and the denominator of which is the total number of days in such year, which shall be payable in a lump sum at the same time the Change in Control Severance Payment is paid;

(c)            with respect to any equity or equity-based incentive awards granted to Participant that are outstanding as of the later of the Participant’s Termination Date or the Change in Control Effective Date for the Change in Control giving rise to the payment of Change in Control Severance Benefits: (i) such awards that vest due to Participant’s continued Employment shall become fully vested and exercisable as of the later of the Participant’s Termination Date or the Change in Control Effective Date for the Change in Control giving rise to the payment of Change in Control Severance Benefits and (ii) such awards that vest due to achievement of performance criteria shall be treated as specified in the applicable award agreement;

(d)           provided the Participant elects continued coverage under COBRA for the Participant and his or her eligible dependents following the Participant’s Termination Date, continued eligibility for the Company’s medical, dental and vision benefit plans in which such Participant was entitled to participate immediately prior to the Participant’s Termination Date at no greater monthly premium cost to such Participant than was paid by such Participant immediately prior to his or her Termination Date during the Participant’s Welfare Continuation Period or, if earlier, until such Participant is employed by a third party that offers such Participant health and welfare benefits. This Plan’s provision of continued participation in the Company’s medical, dental and vision plans is intended to satisfy the Company’s COBRA obligation, if any; and

(e)           a lump-sum cash payment in an amount equal to the matching contribution that would be made by the Company under the terms of the Company’s 401(k) plan as in effect as of the Participant’s Termination Date based on Participant’s Base Salary as if the Participant elected to defer the maximum amount allowable into the Company’s 401(k) plan over a period of twenty- four (24) months, which shall be paid at the same time the Change in Control Severance Payment is paid.

4.3            Timing of Change in Control Severance Payment. The Change in Control Severance Payment to a Participant shall be paid to such Participant on the 60th day following the later of such Participant’s Termination Date or the Change in Control Effective Date for the Change in Control giving rise to the payment of Change in Control Severance Benefits to such Participant, subject to the release requirement described in Section 4.1 and, if applicable, the delay described under Section 6.4(b).

4.4            No Mitigation through Subsequent Employment. No Participant shall be required to mitigate the amount of any payment provided for in this Plan by seeking other employment, nor shall the amount of any payment provided for in this Plan be reduced by any compensation earned by a Participant as the result of employment by another Person after such Participant’s Termination Date.

4.5            No Duplication of Benefits. No Participant shall be eligible to receive benefits under this Plan in duplication of benefits under any other compensation, bonus or severance plan, program or agreement. Except as specifically provided herein, this Plan does not address compensation or other payments with respect to the Annual Bonus Plan or with respect to equity incentive awards. The effect, if any, of a Participant’s termination of Employment on such Participant’s bonus opportunity under the Annual Bonus Plan or any outstanding equity incentive awards held by such Participant as of the Termination Date shall be determined solely based on the terms of the Annual Bonus Plan and the equity incentive award agreements, as applicable.

4.6            Code Section 280G. Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to or for the benefit of a Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, but determined without regard to any reduction (if any) required under this Section 4.6 (the “Payment”), would be subject to the excise tax imposed by Code Section 4999, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax”), then the Company shall automatically reduce (the “Reduction”) such Participant’s Payment to the minimum extent necessary to prevent the Payment (after the Reduction) from being subject to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the reduced Payment exceeds the after-tax benefit if such Reduction was not made. If the after-tax benefit of the reduced Payment does not exceed the after-tax benefit if the Payment is not reduced, then the Reduction shall not apply. If the Reduction is applicable, the Payment shall be reduced in such a manner that provides the applicable Participant with the best economic benefit and, to the extent any portions of the Payment are economically equivalent with each other, each shall be reduced pro rata. All determinations to be made under this Section 4.6 shall be made by an independent public accounting firm selected by the Company and the fees and expenses of the accounting firm will be paid by the Company. The accounting firm shall provide detailed supporting calculations both to the Company and any applicable Participant. Absent manifest error, any determination by the accounting firm shall be binding upon the Company and any applicable Participant. In any event, the Company shall have no tax gross-up obligation or liability with respect to payment of a Participant’s excise tax liabilities under Section 4999 of the Code.

ARTICLE V

RESTRICTIVE COVENANTS

5.1            Generally. A Participant’s right to Change in Control Severance Benefits shall be further conditioned upon his or her compliance with the provisions of this Article V and the Participation Agreement signed by such Participant and delivered to the Company. In the event any Participant fails to comply with any of the provisions of this Article V or the Participation Agreement, such Participant shall repay to the Company any payments received pursuant to Section 4.2, and no further benefits shall be payable to such Participant under this Plan.

5.2            Definitions. As used in this Article V, the following terms shall have the following

meanings:

(a)           “Business” means any business in which the Company is engaged or in which the Company has taken material steps to engage during the prior two years of such Participant’s employment.

(b)           “Competing Business” means any Person which, wholly or in any significant part, engages in any business competing with the Business in the Restricted Area.

(c)           “Governmental Authority” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or any statutory or regulatory body thereof.

(d)           “Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of any Governmental Authority.

(e)            “Prohibited Period” means, with respect to any Participant, the period during which such Participant is employed by the Company and extending until twelve (12) months following such Participant’s Termination Date.

(f)            “Proprietary Information” includes all confidential or proprietary scientific or technical information, data, formulas and related concepts, business plans (both current and under development), client lists, promotion and marketing programs, trade secrets, or any other confidential or proprietary business information relating to the business of the Company, whether in written or electronic form of writings, correspondence, notes, drafts, records, maps, invoices, technical and business logs, policies, computer programs, disks or otherwise. Proprietary Information does not include information that is or becomes publicly known through lawful means.

(g)            “Restricted Area” means, with respect to any Participant, any state or, if outside the United States, any country or subdivision thereof in which the Company (i) is then currently engaged in the Business, (ii) has engaged in the Business during the prior two years of such Participant’s employment, or (iii) is actively pursuing business opportunities for the Business, and in each such case such Participant either (x) received Proprietary Information about the Company’s operations in such location or (y) worked in such location during the prior two years of such Participant’s employment.

5.3            Confidential Treatment. Each Participant acknowledges and agrees that he or she has acquired, and will in the future acquire as a result of his or her employment by the Company or otherwise, Proprietary Information of the Company which is of a confidential or trade secret nature, and all of which has a great value to the Company and is a substantial basis and foundation upon which the Company’s business is predicated. Accordingly, other than in the legitimate performance of the Participant’s job duties, each Participant agrees:

(a)            to regard and preserve as confidential at all times all Proprietary Information;

(b)           to refrain from publishing or disclosing any part of the Proprietary Information and from using, copying or duplicating it in any way by any means whatsoever; and

(c)            not to use on such Participant’s own behalf or on behalf of any third party or to disclose the Proprietary Information to any person or entity without the prior written consent of the Company.

5.4            Property of the Company. Each Participant acknowledges that all Proprietary Information and other property of the Company which such Participant accumulates during such Participant’s employment with the Company are the exclusive property of the Company. Upon the termination of a Participant’s employment with the Company, or at any time upon the Company’s request, such Participant shall surrender and deliver to the Company (and not keep, recreate or furnish to any third party) any and all work papers, reports, manuals, documents and the like (including all originals and copies thereof) in such Participant’s possession which contain Proprietary Information relating to the business, prospects or plans of the Company. Further, each Participant agrees to search for and delete all Company information, including Proprietary Information, from his or her computer, smartphone, tablet, or any other personal electronic storage devices, other than payroll information or other financial information that the Participant may need for his or her tax filings, and, upon request, certify to the Company that the Participant has completed this search and deletion process.

5.5            Cooperation. Each Participant agrees that, following any termination of his or her employment with the Company, such Participant will not disclose or cause to be disclosed any Proprietary Information, unless (in any such case) required by court order. Pursuant to the Defend Trade Secrets Act of 2016, no Participant shall be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of any Proprietary Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company may seek the assistance, cooperation or testimony of the applicable Participant following any such termination in connection with any investigation, litigation or proceeding arising out of matters within the knowledge of such Participant and related to his or her employment by the Company, and in such instance, such Participant shall provide such assistance, cooperation or testimony and the Company shall pay such Participant’s reasonable costs and expenses in connection therewith.

5.6            Non-Competition; Non-Solicitation.

(a)            Each Participant and the Company agree to the non-competition and non-solicitation provisions of this Section 5.6: (i) in consideration for the Proprietary Information provided by the Company to such Participant; and (ii) to protect the Proprietary Information of the Company disclosed or entrusted to such Participant by the Company or created or developed by such Participant for the Company, the business goodwill of the Company developed through the efforts of such Participant and the business opportunities disclosed or entrusted to such Participant by the Company.

(b)            Subject to the exceptions set forth in Section 5.6(c), each Participant expressly covenants and agrees that, during the Prohibited Period applicable to such Participant: (i) such Participant will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area; and (ii) such Participant will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or loan money to, sell or lease equipment to or sell or lease real property to any Person that engages in a Competing Business in the Restricted Area.

(c)            Notwithstanding the restrictions contained in Section 5.6(b), any Participant may own an aggregate of not more than 1% of the outstanding capital stock or other equity security of any class of any corporation or other entity engaged in a Competing Business, if such capital stock or other equity security is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 5.6(b) above, provided that such Participant does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation.

(d)            Each Participant further expressly covenants and agrees that, during the Prohibited Period applicable to such Participant, such Participant will not: (i) engage or employ, or solicit or contact with a view to the engagement or employment of, any person who is an officer or employee of the Company; or (ii) canvass, solicit, approach or entice away or cause to be canvassed, solicited, approached or enticed away from the Company any person who or which is or was a customer of the Company, during the prior two years of such Participant’s employment with the Company, and either (x) about which such Participant received Proprietary Information or (y) with which such Participant had contact or dealings on behalf of the Company.

(e)            Each Participant expressly recognizes that he or she is a key employee and an important member of the management or research and development team who will be provided with access to Proprietary Information and trade secrets as part of such Participant’s employment and that the restrictive covenants set forth in this Article V are reasonable and necessary in light of such Participant’s position and access to the Proprietary Information.

5.7            Non-Disparagement. Each Participant agrees that, following any termination of his or her employment with the Company, such Participant will not disparage, orally or in writing, the Company, the management of the Company, any product or service provided by the Company or the future prospects of the Company.

5.8            Relief. Each Participant and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in this Article V are reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company. Each Participant and the Company also acknowledge that money damages would not be sufficient remedy for any breach of this Article V by such Participant, and the Company shall be entitled to enforce the provisions of this Article V by terminating any Change in Control Severance Payment then owing to such Participant under this Plan or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at law or in equity, including the recovery of damages from a Participant and such Participant’s agents. However, if it is determined that such Participant has not committed a breach of this Article V, then the Company shall resume the payments and benefits due under this Plan and pay to such Participant all payments and benefits that had been suspended pending such determination.

5.9            Reasonableness; Enforcement. Each Participant acknowledges and agrees that the geographic scope and duration of the covenants contained in this Article V are fair and reasonable in light of: (a) the nature and wide geographic scope of the operations of the Business; (b) such Participant’s level of control over and contact with the Business in all jurisdictions in which it is conducted; (c) the fact that the Business is conducted throughout the Restricted Area; and (d) the amount of compensation and Proprietary Information that such Participant is receiving in connection with the performance of such Participant’s duties for the Company. It is the desire and intent of each Participant and the Company that the provisions of this Article V be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and, therefore, to the extent permitted by applicable Legal Requirements, such Participant and the Company hereby waive the application of any provision of applicable Legal Requirements that would render any provision of this Article V invalid or unenforceable, in whole or in part.

5.10            Reformation. The Company and each Participant agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Article V would cause irreparable injury to the Company. Each Participant expressly represents that enforcement of the restrictive covenants set forth in this Article V will not impose an undue hardship upon such Participant or any Person affiliated with such Participant. Further, each Participant acknowledges that such Participant’s skills are such that such Participant can be gainfully employed in non-competitive employment, and that the restrictive covenants will not prevent such Participant from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.

5.11          Protected Disclosures. Notwithstanding any provision to the contrary in this Plan, nothing in this Plan prohibits any Participant from reporting possible violations of law or regulation to any governmental agency or entity, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Nothing in this Plan limits the Participant’s ability to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company. Additionally, each Participant and the Company acknowledge and agree that such Participant does not need the prior authorization of the Company to make any such reports or disclosures and such Participant is not required to notify the Company or any of its affiliates that such Participant has made such reports or disclosures.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1            Notices. All notices and other communications pursuant to or in connection with this Plan shall be in writing and shall be deemed to have been given: (i) when delivered in person to the persons specified below, (ii) on the first business day after being sent, if sent by e-mail to the Company or to the Participant at the e-mail address reflected in the records of the Company, (iii) or deposited in the United States mail, certified or registered mail, postage prepaid and addressed as follows: (a) if to the Company, at the Company’s principal office address or such other address as the Company may have designated by written notice for purposes hereof, directed to the attention of the Chair of the Committee, in the care of the Company’s Secretary, and (b) if to any Participant, at his or her residence address, as reflected in the records of the Company, or to such other address as he or she may have designated to the Company in writing for purposes of this Plan.

6.2            Governing Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in the State of Delaware.

6.3            Code Section 409A.

(a)           Interpretation. This Plan is intended to comply with or be exempt from the requirements of Code Section 409A and the regulations thereunder (“Section 409A”) and shall be construed and interpreted in accordance with such intent. To the extent any payment or benefit provided under this Plan is subject to Section 409A, such benefit shall be provided in a manner that complies with Section 409A, including any IRS guidance promulgated with respect to Section 409A.

(b)           Delay of Payment. To the extent required to comply with Section 409A (as determined by the Company), if any Participant is a “specified employee,” as determined by the Company, as of his or her date of termination, then all amounts due under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A, that are provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following such Participant’s date of termination, shall be accumulated through and paid or provided on the first business day that is more than six months after such Participant’s date of termination (or, if such Participant dies during such six month period, within 90 days after such Participant’s death). Each payment under this Plan, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treasury Regulation § 1.409A-2(b).

(c)           Reimbursements and In-Kind Benefits. All reimbursements and in-kind benefits provided pursuant to this Plan shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv), such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (i) the amounts reimbursed and in-kind benefits provided under this Plan, other than total reimbursements that are limited by a lifetime maximum under a group health plan, during a Participant’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, (ii) the reimbursement of an eligible expense shall be made on or before the last day of a Participant’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.

6.4           Clawback. This Plan and each Participation Agreement shall be subject to any clawback policy of the Company in effect from time to time prior to the Change of Control Effective Date.

6.5            Amendment or Termination. Except as may be provided in a Participation Agreement, the Board or the Committee may amend (in whole or in part) or terminate this Plan and any Participation Agreement at any time; provided, however, that no effect shall be given to any action by the Board or Committee that amends or terminates this Plan or any Participation Agreement during a Protected Period to the extent such action would (but for this provision) reduce or terminate the potential Change in Control Severance Benefits to a Participant. Notwithstanding the foregoing, no termination of this Plan shall reduce or terminate any Participant’s right to receive, or continue to receive, any payments and benefits that became payable in respect of a termination of such Participant’s employment that occurred prior to the date of such termination of this Plan.

6.6           Administration.

(a)            The Committee shall have full and final authority, subject to the express provisions of this Plan, with respect to designation of the Participants and administration of this Plan, including the authority to construe and interpret any provisions of this Plan and to take all other actions deemed necessary or advisable for the proper administration of this Plan, and such decisions shall be binding on all parties.

(b)            The Company shall indemnify and hold harmless each member of the Committee and any other employee of the Company who acts at the direction of the Committee against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s or employee’s own gross negligence or willful misconduct. Expenses against which such member or employee shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

6.7            Company Successors. This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate).

6.8            No Assignment by Participants. A Participant’s right to receive payments or benefits hereunder shall not be assignable or transferable, whether by pledge, creation or a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 6.8, the Company shall have no liability to pay any amount so attempted to be assigned or transferred. The benefits under this Plan shall inure to the benefit of and be enforceable by a Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

6.9            Tax Withholding. The Company may withhold from any benefits payable under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.

6.10          No Employment Rights Conferred. This Plan shall not be deemed to create a contract of employment between any Participant and the Company or any other Person. Nothing contained in this Plan shall (a) confer upon any Participant any right with respect to continuation of employment with the Company or any other Person or (b) subject to the rights and benefits of any Participant hereunder, interfere in any way with the right of the Company to terminate such Participant’s employment at any time.

6.11          Entire Plan. This Plan and the Participation Agreement contain the entire understanding of the Participants and the Company with respect to severance arrangements maintained on behalf of any of the Participants by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between any of the Participants and the Company with respect to the subject matter herein other than those expressly set forth herein and the Participation Agreement.

6.12          Prior Agreements. This Plan supersedes all prior agreements, programs and understandings (including all written and verbal agreements and understandings and the Prior Plan) between each Participant and the Company regarding the terms and conditions of each Participant’s employment and severance arrangements.

6.13          Severability. If any provision of this Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.

6.14          Headings. The titles and headings to Sections contained in this Plan are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan.

6.15          Construction. Whenever the context requires, the gender of all words used in this Plan includes the masculine, feminine and neuter and terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless otherwise specified, all references to Articles or Sections refer to articles or sections of this Plan. As used herein: (i) the word “includes” or “including” means “including, but not limited to,” unless the context otherwise requires; (ii) the words “shall” and “will” are used interchangeably and have the same meaning; (iii) the words “this Plan,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Plan shall refer to this Plan as a whole and not any particular Section in which such words appear; and (iv) the word “or” shall have the inclusive meaning represented by the phrase “and/or” unless the context requires otherwise. A defined term has its defined meaning throughout this Plan, regardless of whether it appears before or after the place where it is defined.

CONTINUING PARTICIPANT FORM

RAMACO RESOURCES, INC.

CHANGE IN CONTROL SEVERANCE PLAN

PARTICIPATION AGREEMENT

This Participation Agreement (this “Agreement”) is entered into by and between Ramaco Resources, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Participant”), effective as of [●] (the “Participation Effective Date”), pursuant to the Ramaco Resources, Inc. Change in Control Severance Plan, effective as of July 9, 2024, as it may be amended from time to time (the “Plan”), in accordance with the terms and conditions of the Plan. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan.

In accordance with Section 3.1 of the Plan and subject to the timely execution and return of this Agreement to [Title or Name], as of the Participation Effective Date, the Participant is a [Tier 1 Participant] [Tier 2 Participant] [Tier 3 Participant] under the Plan.

The Participant agrees that the terms and conditions of the Plan and this Agreement will govern the Participant’s eligibility for any Change in Control Severance Benefits provided under the Plan, and the Participant further acknowledges and agrees that:

The Plan and this Agreement are governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Delaware, without regard to any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law. If any dispute arises with respect to any action, suit or other legal proceeding pertaining to the Plan or to the interpretation of or enforcement of the Participant’s rights under the Plan, the Company and the Participant:

(i)            agree that exclusive jurisdiction for any such suit, action or legal proceeding is the federal or state courts situated in the State of Delaware;

(ii)            consent to the jurisdiction of each such court in any such suit, action or legal proceeding and will comply with all requirements necessary to give such court jurisdiction;

(iii)           waive any objection either may have to the laying of venue of any such suit, action or legal proceeding in any of such court; and

(iv)          waive all rights to a trial by jury.

Participation in the Plan and entering into this Agreement (x) do not create a contract of employment or provide for continuation of employment with the Company or any of its subsidiaries or other affiliates, or (y) preclude the termination of the Participant’s employment at any time by the Company or, if applicable, any of its subsidiaries or other affiliates.

* * * * *

The Participant agrees and acknowledges that this Agreement and the Plan contain the entire understanding of the Participant and the Company with respect to Change in Control Severance Benefits provided under the Plan and that this Agreement supersedes and replaces any prior Participation Agreement (and any other prior or contemporaneous written or oral agreements or promises), including the Participation Agreement entered into between the Company and the Participant dated as of ________.

EXHIBIT A

TO PARTICPATION AGREEMENT UNDER THE

RAMACO RESOURCES, INC. CHANGE IN CONTROL SEVERANCE PLAN

[Attach copy of the Plan]

NEW PARTICIPANT FORM

RAMACO RESOURCES, INC.

CHANGE IN CONTROL SEVERANCE PLAN

PARTICIPATION AGREEMENT

This Participation Agreement (this “Agreement”) is entered into by and between Ramaco Resources, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Participant”), effective as of [●] (the “Participation Effective Date”), pursuant to the Ramaco Resources, Inc. Change in Control Severance Plan, effective as of July 9, 2024, as it may be amended from time to time (the “Plan”), in accordance with the terms and conditions of the Plan. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan.

In accordance with Section 3.1 of the Plan and subject to the timely execution and return of this Agreement to [Title or Name], as of the Participation Effective Date, the Participant is a [Tier 1 Participant] [Tier 2 Participant] [Tier 3 Participant] under the Plan.

The Participant agrees that the terms and conditions of the Plan and this Agreement will govern the Participant’s eligibility for any Change in Control Severance Benefits provided under the Plan, and the Participant further acknowledges and agrees that:

The Plan and this Agreement are governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Delaware, without regard to any choice of law principles that would result in the application of the laws of another jurisdiction, except to the extent preempted by U.S. federal law. If any dispute arises with respect to any action, suit or other legal proceeding pertaining to the Plan or to the interpretation of or enforcement of the Participant’s rights under the Plan, the Company and the Participant:

(i)            agree that exclusive jurisdiction for any such suit, action or legal proceeding is the federal or state courts situated in the State of Delaware;

(ii)           consent to the jurisdiction of each such court in any such suit, action or legal proceeding and will comply with all requirements necessary to give such court jurisdiction;

(iii)           waive any objection either may have to the laying of venue of any such suit, action or legal proceeding in any of such court; and

Participation in the Plan and entering into this Agreement (x) do not create a contract of employment or provide for continuation of employment with the Company or any of its subsidiaries or other affiliates, or (y) preclude the termination of the Participant’s employment at any time by the Company or, if applicable, any of its subsidiaries or other affiliates.

The Participant agrees and acknowledges that this Agreement and the Plan contain the entire understanding of the Participant and the Company with respect to Change in Control Severance Benefits provided under the Plan and that this Agreement supersedes and replaces any prior Participation Agreement (and any other prior or contemporaneous written or oral agreements or promises).

EXHIBIT A

TO PARTICPATION AGREEMENT UNDER THE

RAMACO RESOURCES, INC. CHANGE IN CONTROL SEVERANCE PLAN

[Attach copy of the Plan]