MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On February 9, 2017, the Board of Directors (the Board) of
Midwest Energy Emissions Corp. (the Company) adopted the Midwest
Energy Emissions Corp. 2017 Equity Incentive Plan (the 2017
Plan). The 2017 Plan provides for the grant of incentive stock
options (subject to applicable stockholder approval),
nonqualified stock options, restricted stock awards, stock
appreciation rights, restricted share units, performance awards
and other type of awards described therein. Eligible recipients
under the 2017 plan include the Companys officers, directors,
employees and consultants of the Company or one of its
subsidiaries.

The purpose of the 2017 Plan is to promote the success of the
Company and to increase stockholder value by providing an
additional means through the grant of awards to attract,
motivate, retain and reward selected employees and other eligible
persons. The maximum number of shares of common stock that may be
issued under the 2017Planis 8,000,000. The 2017 Plan will be
administered by the Board or one or more committees appointed by
the Board (the Administrator). Any such committee shall be
comprised solely of one or more directors or such number of
directors as may be required by applicable law. The Board has
appointed the Compensation Committee to administer the 2017 Plan.

The Administrator has full authority to determine who will
receive awards and to determine the types of awards to be granted
as well as the amounts, terms and conditions of any awards. Each
award shall be evidenced by a written or electronic award
agreement in the form approved by the Administrator and, if
required by the Administrator, executed by the recipient of the
award. Awards shall vest at such time or times and subject to
such terms and conditions as shall be determined by the
Administrator at the time of grant.

Stock options to be granted under the 2017 Plan may be an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code (subject to prior stockholder approval of
the 2017 Plan) or a nonqualified stock option which is not
intended to qualify as an incentive stock option. The award
agreement for a stock option will indicate if the stock option is
intended as an incentive stock option; otherwise it will be
deemed to be a nonqualified stock option. To qualify as an
incentive stock option, a stock option must meet certain
requirements set forth in the Internal Revenue Code. The per
share exercise price of a stock option granted under the 2017
Plan shall not be less than 50% of the Fair Market Value (as
defined in the 2017 Plan) of a share of common stock on the date
the stock option is granted, except that with respect to an
incentive stock option granted to a person who, at the time of
grant, owns more than 10% of the total combined voting power of
all classes of stock of the Company, the exercise price may not
be less than 110% of the Fair Market Value of the Companys common
stock on the date of grant.

In the event of a stock dividend, stock split or other change in
our capital structure, the Administrator will make appropriate
adjustments to the number and type of shares of stock that
thereafter may be made subject of awards including the number of
shares provided for in the 2017 Plan, and will also make
appropriate adjustments to the number, amount and types of shares
of stock subject to any or all outstanding awards, any exercise
prices relating to outstanding awards and any other provisions of
awards affected by the change.

The 2017 Plan provides that it became effective on February 9,
2017. Unless earlier terminated by the Board, the 2017 Plan shall
terminate at the close of business on February 9, 2027. After the
termination of the 2017 Plan either upon such stated expiration
date or its earlier termination by the Board, no additional
awards may be granted under the 2017 Plan, but previously granted
awards (and the authority of the Administrator with respect
thereto, including the authority to amend such awards in
accordance with the terms of the 2017 Plan) shall remain
outstanding in accordance with their applicable terms and
conditions and the terms and conditions of the 2017 Plan.

To the extent required by applicable law or any applicable stock
exchange or required under Sections162, 422 or 424 of the
Internal Revenue Code to preserve the intended tax consequences
of the 2017 Plan, or deemed necessary or advisable by the Board,
the 2017 Plan and any amendment to the 2017 Plan shall be subject
to stockholder approval. It is anticipated that the Company will
seek such stockholder approval of the 2017 Plan.

A copy of the 2017 Plan is filed as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated by reference herein. The
foregoing summary of certain provisions of the 2017 Plan does not
purport to be complete and is qualified in its entirety by
reference to the actual document.

Item 9.01 Financial Statements and Exhibits.

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* Filed herewith.

About MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC)

Midwest Energy Emissions Corp. is an environmental services company. The Company is focused on mercury emission control technologies, primarily to utility and industrial coal-fired units. The Company’s business is focused on the delivery of mercury capture technologies to power plants in North America, Europe and Asia. The Company develops and deploys technologies to remove mercury emissions from coal-fired power plants. The Company’s customer contracts include designing and installing front-end injection equipment for injection of its front-end product, and in some cases include installation of an additional back-end sorbent injection system. MES, Inc. is a subsidiary of the Company and is engaged in the business of developing and commercializing control technologies relating to the capture and control of mercury emissions from coal fired boilers in the United States and Canada.

MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) Recent Trading Information

MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) closed its last trading session 00.00 at 1.17 with 59,150 shares trading hands.