QUEST RESOURCE HOLDING CORPORATION (NASDAQ:QRHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

QUEST RESOURCE HOLDING CORPORATION (NASDAQ:QRHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On February15, 2017, we entered into an executive agreement with
David P. Sweitzer, our Executive Vice President and Chief
Operating Officer, effective as of the same date. If we terminate
Mr.Sweitzers employment for any reason other than for good cause
(as defined in the agreement) or if Mr.Sweitzer voluntarily
terminates his employment with us for good reason (as defined in
the agreement), the agreement provides that (a)we will pay
Mr.Sweitzer his salary for a period of 12 months following the
effective date of such termination and (b)we will pay
Mr.Sweitzer, at the same time as cash incentive bonuses are paid
to other executives, a portion of the cash incentive bonus deemed
by our Compensation Committee in the exercise of its sole
discretion, to be earned by Mr.Sweitzer pro rata for the period
commencing on the first day of our fiscal year for which the cash
incentive bonus is calculated and ending on the effective date of
such termination.

The agreement further provides that, in the event of a change in
control of our company (as defined in the agreement), Mr.Sweitzer
has the option to terminate his employment with us, unless (i)the
provisions of the agreement remain in full force and effect as to
Mr.Sweitzer and (ii)he suffers no reduction in his status,
authority, or base salary following the change in control,
provided that Mr.Sweitzer will be considered to suffer a
reduction in his status, authority, or basesalary, only if, after
the change in control, (A)he is not the Executive Vice President
and Chief Operating Officer of the company that succeeds to our
business, (B)such companys common stock is not listed on a
national stock exchange (such as the New York Stock Exchange, the
Nasdaq StockMarket, or the NYSE MKT), (C) such company in any
material respect reduces Mr.Sweitzers status, authority, or base
salary, or (D)as a result of the change in control, Mr.Sweitzer
is required to relocate his principal place of business more than
50 miles from The Colony, Texas (or surrounding areas). If
Mr.Sweitzer terminates his employment with us following a change
in control or if we terminate his employment without good cause,
in each case during the period commencing three months before and
one year following the change in control, (A)we will pay
Mr.Sweitzers base salary for a period of 12 months following the
effective date of such termination, (B)we will pay Mr.Sweitzer an
amount equal to the average of his cash bonus paid for each of
the two fiscal years immediately preceding his termination,
(C)all unvested stock options held by Mr.Sweitzer in his capacity
as an employee on the effective date of termination shall vest as
of the effective date of the termination, and (D)all unvested
restricted stock units (RSUs) granted after the date hereof held
by Mr.Sweitzer in his capacity as an employee on the effective
date of termination shall vest as of the effective date of the
termination.

The agreement also contains a provision that prohibits
Mr.Sweitzer from competing with our company for a period of 12
months following the termination of his employment with our
company for any reason. The agreement further contains a
provision that prohibits Mr.Sweitzer from soliciting or hiring
any of our employees for a period of 24 months following the
termination of his employment with our company for any reason.

The foregoing is a summary only and does not purport to be a
complete description of all of the terms, provisions, covenants,
and agreements contained in the executive agreement, which is
attached hereto as Exhibit 10.24 and is hereby incorporated by
reference into this Item 5.02.

Item9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit

Number

Exhibits

10.24 Executive Agreement, dated as of February15, 2017, by and
between Quest Resource Holding Corporation and David P.
Sweitzer


About QUEST RESOURCE HOLDING CORPORATION (NASDAQ:QRHC)

Quest Resource Holding Corporation (QRHC) provides businesses with one-stop management programs to reuse, recycle and dispose of a range of waste streams and recyclables generated by their businesses and operate social media and online data platforms that contain information and instructions to recycle or properly dispose of household products and materials. The Company’s reuse, recycling and disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a range of waste streams and recyclables. Its directory of local recycling and disposal options provides guidance for the proper recycling or disposal of a range of household products and materials. Its services focuses on the waste streams and recyclables from big box, food chain and other retailers; automotive and fleet providers; hospital and other healthcare facilities, and commercial, industrial, residential and educational properties.

QUEST RESOURCE HOLDING CORPORATION (NASDAQ:QRHC) Recent Trading Information

QUEST RESOURCE HOLDING CORPORATION (NASDAQ:QRHC) closed its last trading session up +0.05 at 2.18 with 12,585 shares trading hands.

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