Form 8-K

8-K — Clean Energy Fuels Corp.

Accession: 0001104659-26-076660

Filed: 2026-06-23

Period: 2026-06-19

CIK: 0001368265

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2618401d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2618401d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2618401d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 19, 2026

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33480

33-0968580

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4675

MacArthur Court, Suite 800

Newport Beach, CA

92660

(Address of Principal Executive Offices)

Zip Code

(949) 437-1000

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common stock, $0.0001 par value per share

CLNE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company    ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Item 5.02

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

Appointment of Bartolomeo A. Frabotta as Chief

Operating Officer

On June 23, 2026, Clean

Energy Fuels Corp. (the “Company”) announced that Bartolomeo A. Frabotta, the Company’s former Group Vice President,

has been appointed as the Company’s Chief Operating Officer, effective as of June 23, 2026 (the “Appointment Date”).

There are no arrangements

or understandings between Mr. Frabotta and any other persons pursuant to which he was selected as an executive officer, there are

no family relationships between Mr. Frabotta and any of the Company’s other directors or executive officers, and he is not

a party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Frabotta, age 57,

has served as the Company’s Group Vice President since May 2021. Previously, Mr. Frabotta served as the Company’s

Vice President of Operations from December 2012 to May 2021. Prior to that, he served as the Company’s Vice President

of Information Technology from November 2010 to December 2012. In these roles, Mr. Frabotta has led enterprise operations,

services and delivery, and technology initiatives supporting the Company’s fueling infrastructure and renewable fuel production

operations. From 2007 to 2010, Mr. Frabotta was Chief Information Officer at Watt Companies, a privately held real estate investment

and development firm. From 1996 to 2007, he was Vice President of Information Technology at Westfield, Inc., a global owner, operator,

and developer of shopping centers. Mr. Frabotta earned a Bachelor of Science in Accounting from California State University, Northridge,

and a Master of Business Administration from the Florida Institute of Technology.

In connection with Mr. Frabotta’s

appointment as Chief Operating Officer, Mr. Frabotta entered into an employment agreement with the Company that is effective as of

the Appointment Date (the “Employment Agreement”), the material terms of which are summarized below.

Frabotta Employment Agreement

The Employment Agreement has

an initial term ending June 23, 2029, which will automatically renew for additional one-year terms unless the Company or Mr. Frabotta

gives notice of non-renewal at least sixty days prior to the expiration of the then-current term.

Base Salary and Bonus.

Mr. Frabotta will receive an annual base salary of $545,056, subject to increase at the discretion of the Compensation Committee

of the Board. Mr. Frabotta will be eligible to earn a target annual bonus equal to 100% of his annual base salary, with any actual

bonus becoming payable based on the achievement of performance objectives determined by the Compensation Committee of the Board each year.

Equity Awards. Mr. Frabotta

will continue to be eligible to participate in the Company’s Amended and Restated 2024 Performance Incentive Plan (the “Plan”).

Although the Employment Agreement does not entitle Mr. Frabotta to receive any specific equity awards under the Plan, in connection

with his appointment, the Compensation Committee of the Board approved an incremental equity grant of 50,000 time-vesting restricted stock

units, vesting in three substantially equal annual installments on each of the first three anniversaries of the Appointment Date, subject

to Mr. Frabotta’s continued provision of services.

Other Benefits. Mr. Frabotta

will continue to be eligible to participate in the benefit plans and programs generally available to other similarly situated executives

of the Company, provided that benefits must be on terms and in amounts not less beneficial to Mr. Frabotta than those provided by

the plans in effect on the date of the Employment Agreement.

Severance Terms. If

the Company terminates Mr. Frabotta’s employment without cause or Mr. Frabotta resigns for good reason (each as defined

in the Employment Agreement), or if the Company does not renew the Employment Agreement prior to expiration of the initial term or any

renewal term, Mr. Frabotta will be entitled to receive: (i) a lump sum severance payment equal to 150% of his then-current annual

base salary plus 150% of his previous year’s annual cash bonus actually earned, in addition to any accrued obligations and compensation

previously deferred, (ii) after the end of the calendar year in which the termination occurs, payment of Mr. Frabotta’s

bonus for the year of termination (if any), based on actual performance and without pro-ration, (iii) continuing participation in

the benefit programs in which Mr. Frabotta was enrolled at the time of termination, at the Company’s expense, for a period

of one year from the date of termination, and (iv) full acceleration of all outstanding equity awards, with performance-based awards

vesting at target. If Mr. Frabotta’s employment is terminated without cause or for good reason within six months prior to or

one year following a change in control (as defined in the Employment Agreement) of the Company, he will be entitled to the severance benefits

described above, except that the cash severance multiple will be 225% of his then-current base salary and 225% of his prior year actual

bonus. In consideration of his receipt of any severance benefits under the Employment Agreement, and as a precondition to their receipt,

Mr. Frabotta must execute and deliver, and not revoke, a release in favor of the Company in substantially the form attached to the

Employment Agreement.

The foregoing description

of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1

to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

On June 23, 2026, the

Company issued a press release announcing Mr. Frabotta’s appointment as the Company’s Chief Operating Officer. A copy

of such press release is attached hereto as Exhibit 99.1.

The information contained

in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,

and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general

incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Employment

Agreement by and between Clean Energy Fuels Corp. and Bartolomeo A. Frabotta, dated as of June 23, 2026.

99.1

Press

Release, dated June 23, 2026, issued by Clean Energy Fuels Corp.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Date: June 23, 2026

Clean Energy Fuels Corp.

By:

/s/ Barclay F. Corbus

Name:

Barclay F. Corbus

Title:

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618401d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)

is entered into as of June 23, 2026 (the “Commencement Date”) by and between Clean Energy Fuels Corp., a Delaware corporation

(“Employer” or the “Company”), and Bartolomeo A. Frabotta (“Employee”).

RECITALS

A. Employee has served as Group Vice President of Employer.

B. Employer desires to appoint Employee as Chief Operating Officer of Employer in order retain the benefit

of Employee’s skill, knowledge and experience in order to insure the continued successful operation of its business and that of

its operating subsidiaries, and Employee desires to render services to Employer as its Chief Operating Officer.

AGREEMENT

In consideration of the good and valuable consideration

and mutual promises and covenants contained herein, the parties agree as follows:

1. Background:  This Agreement terminates and supersedes all prior written and oral agreements,

and sets forth the terms and conditions of Employee’s continued employment with Employer.

2. Term:  Employer agrees to employ Employee and Employee agrees to serve Employer, in accordance

with the terms of this Agreement, for a term commencing on the Commencement Date and ending on June 23, 2029 (the “Term”),

unless this Agreement is earlier terminated in accordance with the provisions herein.  This Agreement shall thereafter renew automatically

for consecutive one (1) year periods (each, a “Renewal Term”) unless either party gives written notice to the other party

of its intent not to renew within sixty (60) days of the expiration of the Term or any Renewal Term, as applicable.  Any such renewal

shall be on the same terms and conditions as this Agreement.

3. Duties of Employee:  Employee will serve as Chief Operating Officer of Employer, and as such,

Employee hereby promises to perform and discharge well and faithfully the duties that may be assigned to Employee from time to time which

are appropriate for a Chief Operating Officer of an organization the size of Employer that is engaged in the type of business engaged

in by Employer and Employer agrees to assign to Employee only such duties.  As Chief Operating Officer, Employee shall report only

to the President and Chief Executive Officer.  The duties of Employee may be changed from time to time by the mutual agreement of

the Employer and Employee.  Notwithstanding any such change from the duties originally assigned, or hereafter assigned, the employment

of Employee will be construed as continuing under this Agreement.  However, if Employer shall (i) materially diminish Employee’s

duties, title, authority, responsibilities, Base Salary (as defined below in Section 4(a)) or annual Incentive Compensation (as defined

below in Section 4(b)) opportunity, (ii) materially breach this Agreement, (iii) require Employee to report to any person

other than the President and Chief Executive Officer, or (iv) change Employee’s principal place of employment to outside a

radius of twenty-five (25) miles of 4675 MacArthur Court, Newport Beach, California (each, a “Good Reason”), or if Employer

does not renew this Agreement prior to expiration of the Term or any Renewal Term, then Employee shall be eligible to receive the Severance

Benefits described in Section 5(d), provided, however, that Employee must timely satisfy the requirements specified in Sections

5(i) and 5(j).  Employee agrees to devote substantially all of Employee’s working time and attention to Employee’s

duties hereunder, except for such reasonable amounts of time for personal, charitable, investment and professional activities that do

not substantially interfere with the service to be rendered by Employee hereunder.

4. Compensation:

a. Base Salary.  During the Term or any Renewal Term, Employer agrees to pay Employee an annual

base salary of $545,056 (“Base Salary”), which shall be earned and payable in accordance with Employer’s usual and customary

payroll practices as in effect from time to time; provided, however, that pro-rata payments of Base Salary shall occur at least once every

thirty (30) days.  Any increase in Base Salary shall be as determined from time to time in the sole discretion of the Compensation

Committee of the Board of Directors of Employer (“Board”).  Employee’s Base Salary shall not be reduced below $545,056

without Employee’s consent.

b. Incentive Compensation. Employee shall be eligible for a target annual performance bonus (“Incentive

Compensation”) of one hundred percent (100%) of Base Salary. Any increase in Employee’s target Incentive Compensation shall

be as determined from time to time in the sole discretion of the Board.  Incentive Compensation will be (1) determined in accordance

with certain financial and operational objectives to be determined in the sole discretion of the Compensation Committee of the Board within

forty-five (45) days following the commencement of each fiscal year of Employer during the Term or any Renewal Term, and (2) paid

no later than March 15th immediately following the fiscal year in which the Incentive Compensation was earned.  Incentive Compensation

for partial years will be prorated.

c. Additional Benefits. Employee shall also be eligible to participate in any pension plan, profit-sharing

plan, life, medical, dental, disability, or other insurance plan or other plan or benefit as from time to time is in effect during the

term of this Agreement that Employer may provide generally for management-level employees of Employer (collectively, “Additional

Benefits”) provided, however, that while this Agreement remains in force, Employer will provide for Employee, at Employer’s

expense, participation in medical, dental and vision coverage short-term disability, long-term disability, AD&D, and life insurance

benefits on terms and in amounts not less beneficial to Employee than those provided by the plans, in effect on the date hereof, subject

to a determination of Employee’s eligibility under said programs in accordance with their respective terms.  Said coverage

will be in existence or will take effect as of the commencement of the Term and will continue while this Agreement remains in force.

Employer’s liability to Employee for any breach of this paragraph will be limited to the amount of premiums payable by Employee

to obtain or retain the coverage contemplated herein.

d. Vacation.  Employee shall be entitled to twenty-five (25) business days of paid vacation each

twelve (12) months of the Term or any Renewal Term, in accordance with Employer’s practices and policies which are applicable to

its management-level employees.

5. Termination.  The compensation and other benefits provided to Employee pursuant to this Agreement,

and the employment of Employee by Employer, shall be terminated only as provided in this Section 5.

a. Death.  If Employee’s employment hereunder is terminated by reason of Employee’s

death, this Agreement shall then terminate without further obligations to Employee (or Employee’s heirs or legal representatives)

other than for:

i. payment of the sum of (A) unpaid Base Salary earned through the date of termination of Employee’s

employment and any Incentive Compensation earned for the prior fiscal year to the extent not theretofore paid, (B) any compensation

previously deferred by Employee (together with any accrued interest or earnings thereon) if so properly elected by Employee to be paid

out upon termination of Employee’s employment (or Employee’s death), and (C) any vacation pay accrued through the date

of termination of Employee’s employment to the extent not theretofore paid, (for purposes of this Agreement, the preceding clauses

(A), (B) and (C) collectively are the “Accrued Obligations”).  Any Accrued Obligations shall be paid in a single

lump sum in cash within ten (10) days after the date of termination of Employee’s employment or any earlier time period required

by applicable law or at any other time specified in a deferral election or deferred compensation plan;

ii. payment of any amount due to Employee pursuant to the terms of any applicable benefit plan;

Page 2 of 16

iii. payment of a prorated portion, based on the number of days during the fiscal year during which Employee’s

termination occurs, of the Incentive Compensation that would be payable in respect of last fiscal year (based on the criteria applicable

for that fiscal year) (the “Pro-Rated Incentive Compensation”); and

iv. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any

performance-based awards to vest based on the target level of performance), provided that this clause (4) shall not supersede any

equity acceleration provided under an applicable award agreement that is more favorable to Employee (the “Equity Acceleration”)

Payment of the Pro-Rated Incentive Compensation

shall be made after the end of the fiscal year of termination of Employee’s employment but no later than March 15th

following such fiscal year.  For purposes of this Agreement, the preceding clause (ii), the Pro-Rated Incentive Compensation

and the Equity Acceleration collectively are the “Other Compensation”.  Payment of the Accrued Obligations and Other

Compensation shall be made to Employee’s estate or beneficiary as applicable.

b. Disability.  If the Board determines that Employee has become permanently disabled which shall

be defined as the Employee’s inability to perform the essential functions of employee’s position, with or without reasonable

accommodation, because of illness or incapacity substantiated by appropriate medical authority, to render services of the character contemplated

by this Agreement over a period of six (6) consecutive months, then Employee’s employment shall then terminate without further

obligations to Employee (or Employee’s heirs or legal representatives) under this Agreement other than for payment to Employee or

Employee’s representative, as applicable, of the Accrued Obligations and Other Compensation with such payments occurring at the

times that are specified in Section 5(a).

c. For Cause.  Employee’s employment hereunder shall be terminated and all of Employee’s

rights to receive further compensation shall terminate upon a determination by Employer, acting in good faith, that Employee (1) has

committed a material act of dishonesty against Employer, (2) has been convicted of a felony involving moral turpitude or (3) has

committed a material breach of Sections 7(f), 7(g), 7(h) or 7(i) of this Agreement (each of the foregoing acts identified in

clauses (1) , (2) and (3) shall constitute “Cause”).  Employer shall then have no further obligations

to Employee (or Employee’s heirs or legal representatives) under this Agreement other than for payment to Employee of the Accrued

Obligations with such payment occurring at the time that is specified in Section 5(a).

d. Involuntary Departure.  Notwithstanding any other provision of this Section 5, the Board

shall have the right to terminate Employee’s employment at any time without Cause, but in the event of such termination, or a non-renewal

of this Agreement by Employer prior to expiration of the Term or any Renewal Term, or a resignation by Employee for Good Reason, Employee

shall be eligible to receive:

i. the sum of (A) the Accrued Obligations (which will be paid at the time specified in Section 5(a)),

(B) one hundred and fifty percent (150%) of one (1) years current Base Salary, and (C) one hundred and fifty percent (150%)

of the previous fiscal year’s earned Incentive Compensation;

ii. payment of the Incentive Compensation that would be payable in respect of the fiscal year in which Employee’s

date of termination occurs (based on the criteria applicable for that fiscal year) without any pro-ration;

iii. continuing participation for a period of one (1) year from the date of termination of Employee’s

employment at Employer expense in the Additional Benefits in which Employee was enrolled at the time of such termination, provided, however,

that such continued participation shall in all cases be subject to the applicable plan’s terms and conditions governing participation

by non-employees after their termination of employment; and; provided further, however, that if continued participation in any such benefit

plan is not permitted under the terms of the applicable plan, Employer shall reimburse Employee on a monthly basis for the cost of continued

coverage under COBRA (or comparable replacement coverage) for Employee and Employee’s eligible dependents for the remainder of such

one (1) year period, or until Employee becomes eligible for substantially comparable benefits from another employer, whichever occurs

first. Any such reimbursement shall be paid in a manner intended to comply with Section 409A.

Page 3 of 16

iv. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any

performance-based awards to vest based on the target level of performance), provided that this clause (iv) shall not supersede any

equity acceleration provided under an applicable award agreement that is more favorable to Employee.

For purposes of this Agreement, “Severance

Benefits” shall consist of the benefits provided by the preceding clauses (i)(B), (i)(C), (ii) and (iii).  In consideration

of the receipt of the Severance Benefits, and as a precondition to their receipt, Employee must timely satisfy the Release requirements

specified in Section 5(j). The cash Severance Benefits shall be paid to Employee as described in Section 5(j), provided that

the Incentive Compensation payment contemplated by 5(d)(ii) above shall be made after the end of the fiscal year of termination of

Employee’s employment but no later than March 15th following such fiscal year.

For purposes of this Agreement, with respect

to payments of any amounts that are considered to be “nonqualified deferred compensation” subject to Section 409A or

exempt from Section 409A under Treasury Regulation §§ 1.409A-1(b)(9) (“separation pay plans”), a termination

of Employee’s employment must constitute a “separation from service” as defined by Internal Revenue Code Section 409A.

e. Voluntary Departure. If Employee’s employment hereunder is terminated due to Employee’s

resignation without Good Reason, all of Employee’s rights to receive compensation shall immediately cease other than for payment

to Employee of the Accrued Obligations, with such payment of the Accrued Obligations occurring at the time that is specified in Section 5(a),

except to the extent otherwise required by an applicable benefit plan or separate written agreement.

f. Involuntary Departure After Change in Control

i. If,

A. (1) Any “person”, other than an existing shareholder of Employer as of January 1,

2006, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),

directly or indirectly, of securities of the Employer representing forty percent (40%) or more, of the combined voting power of the Employer’s

then outstanding securities (for purposes of this Section 5(f)(i), the term “person” shall mean a person as defined or

referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Securities Exchange Act of 1934, as amended., and the associated

rules of the Securities and Exchange Commission promulgated thereunder), or (2) a merger or consolidation of Employer in which

its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent,

a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation,

or (3) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially

all of the assets of Employer or a liquidation or dissolution of Employer, or (4) individuals who, as of the date of this Agreement,

constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided

that, other than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the date

of this Agreement, whose election, or nomination for election by the stockholders of Employer, was approved by the vote of at least a

majority of the directors then in office shall be deemed a member of the Incumbent Board (hereinafter, a “Change in Control”)

(and for purposes of this Agreement, a “Change in Control” must also constitute a change in the ownership, effective control

or ownership of a substantial portion of the assets of Employer within the meaning of Code Section 409A); and

Page 4 of 16

B. Employer terminates Employee’s employment with the Employer without Cause within six (6) months

prior to or one (1) year after the date of the Change in Control (including any non-renewal of this Agreement by Employer prior to

expiration of the Term or any Renewal Term during such period), or if Employee resigns for Good Reason within six (6) months prior

to or one (1) year after the date of the Change in Control;

then notwithstanding any other provision

of this Agreement to the contrary and as a substitute therefor, Employee shall be eligible to receive:

1. the sum of (A) the Accrued Obligations (paid at the time specified in Section 5(a)), (B) 225%

of one (1) years’ current Base Salary, and (C) 225% of the previous fiscal year’s earned Incentive Compensation;

2. payment of the Incentive Compensation that would be payable in respect of the fiscal year in which Employee’s

date of termination occurs (based on the criteria applicable for that fiscal year) without any pro-ration;

3. continuing participation for a period of one (1) year from the date of termination of Employee’s

employment at Employer expense in the Additional Benefits in which Employee was enrolled at the time of such termination, provided, however,

that such continued participation shall in all cases be subject to the applicable plan’s terms and conditions governing participation

by non-employees after their termination of employment; and

4. all of Employee’s outstanding equity awards will vest in full on the date of termination (with any

performance-based awards to vest based on the target level of performance), provided that this clause (4) shall not supersede any

equity acceleration provided under an applicable award agreement that is more favorable to Employee.

In consideration of the receipt of the

Change in Control Benefits (which are all the benefits described in this Section 5(f)(i) other than the Accrued Obligations),

and as a precondition to their receipt, Employee must timely satisfy the Release requirements specified in Section 5(j). The cash

Change in Control Benefits shall be paid to Employee as described in Section 5(j), provided that the Incentive Compensation payment

contemplated by 5(f)(i)(B)(2) above shall be made after the end of the fiscal year of termination of Employee’s employment

but no later than March 15th following such fiscal year.

ii. Notwithstanding anything contained in this Agreement to the contrary, if following a change in ownership

or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of

the Internal Revenue Code of 1986, as amended (the “Code”)), the tax imposed by Section 4999 of the Code or any similar

or successor tax (the “Excise Tax”) applies to any payments, benefits and/or amounts received by Employee pursuant to this

Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding equity awards (collectively, the

“Total Payments”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments

(after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax;

provided that such reduction to the Total Payments shall be made only if the total after-tax benefit to Employee is greater after giving

effect to such reduction than if no such reduction had been made. If such a reduction is required, Employer shall reduce or eliminate

the Total Payments by first reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated

vesting of equity awards subject to performance vesting conditions, then by reducing or eliminating any accelerated vesting of other equity

awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments

which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax and in all cases in a manner consistent

with the requirements of Code Section 409A and intended to provide Employee with the greatest economic benefit possible. The provisions

of this Section 5(f)(ii) shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s

rights and entitlements to any benefits or compensation. Any determination under this Section 5(f)(ii) shall be made in writing

in good faith by an independent accounting firm or consultants of nationally recognized standing (the “Independent Advisors”)

selected by the Company and acceptable to Employee, which shall provide detailed supporting calculations to Employer and Employee as requested

by Employer or Employee. The Independent Advisors’ determinations shall be final and binding on Employer and Employee. Employer

shall bear all costs the Independent Advisor may reasonably incur in connection with its services.

Page 5 of 16

g. Severance Calculation For calculating the severance payments in this Section 5, Base Salary

and Incentive Compensation shall be determined as of the date of Employee’s termination and without regard to any reduction in such

amounts giving rise to Employee’s resignation for Good Reason.

h. Special Required Delay in Payments under Internal Revenue Code Section 409A.  Notwithstanding

any provision in this Agreement to the contrary, if Employee is a “specified employee” as defined under Code Section 409A

as of the date of his separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition

of taxes under Code Section 409A, Employer shall defer payment of “nonqualified deferred compensation” subject to Code

Section 409A payable as a result of and within six (6) months following such separation from service until the earlier of (i) ten

(10) business days after Employer receives notification of Employee’s death or (ii) the first business day of the seventh

month following Employee’s separation from service.  Any such delayed payments shall be made without interest.

i. Good Reason Procedural Conditions.  In order for Employee to resign his employment for Good

Reason and be eligible for the applicable severance benefits under this Agreement, Employee must notify Employer in writing within ninety

(90) days following the initial existence of the Good Reason condition and Employer shall be then be given thirty (30) days from its receipt

of such notice during which Employer may remedy or cure such condition (“Remedy Period”).   If Employer does not

cure or remedy such Good Reason condition(s) during the Remedy Period, then Employee must resign his employment within thirty (30)

days after the end of the Remedy Period and must also timely comply with the Release requirements of Section 5(j) in order to

receive the applicable severance benefits.

j. Release of Claims Requirements.  In consideration of the receipt of any severance benefits

under this Agreement, and as a precondition to their receipt, Employee must execute and not revoke and deliver to the Company a release

of all known and unknown claims substantially in the form attached hereto as Exhibit A (the “Release”).  Employee

shall be granted a twenty-one (21) day period (or such other time period required by applicable law but not to exceed forty-five (45)

days) commencing within ten (10) days after termination of Employee’s employment in which to review and study the Release and

consult with an attorney prior to deciding whether to execute the Release.  Employee’s failure to timely execute and deliver

such Release within the prescribed time period (or Employee’s revocation of the Release) shall be deemed to be a waiver of Employee’s

ability to receive any of the applicable severance benefits. If the Release is executed and delivered and no longer subject to revocation

as provided herein, then any cash severance benefits shall be paid on the 70th day following the termination of Employee’s employment

(other than the Pro-Rated Incentive Compensation or Incentive Compensation becoming payable pursuant to Section 5(d) or 5(f),

which shall be paid as specified in Section 5(a), (d) or (f), as applicable), except to the extent that such payments are further

delayed pursuant to the application of Section 5(h). If Employee’s employment terminates within six (6) months prior to

the date of the Change in Control under circumstances entitling Employee to the Change in Control Benefits and the Change in Control does

not occur until after the 70th day following the termination of Employee’s employment, Employee shall initially be paid the cash

Severance Benefits specified in Sections 5(d)(i)(B) and (C) on such 70th day, and shall be paid any additional amounts becoming

payable pursuant to Sections 5(f)(i)(B)(1)(B) and (C) within ten (10) days following the date of the Change in Control.

Notwithstanding the foregoing, the Release shall not waive or release (i) any rights to indemnification under the Company’s

organizational documents, applicable law, or any indemnification agreement; (ii) any rights under any directors’ and officers’

liability insurance policy maintained by the Company; (iii) any rights with respect to vested equity awards, vested employee benefits,

or the Accrued Obligations and other payments expressly payable under this Agreement; (iv) any rights that by law cannot be waived;

or (v) any rights to enforce this Agreement or the Release.

Page 6 of 16

6. Business Expenses.  During the term of this Agreement, to the extent that such expenditures

satisfy the criteria under the Code for deductibility by Employer (whether or not fully deductible by Employer) for federal income tax

purposes as ordinary and necessary business expenses, Employer shall reimburse Employee promptly for usual and customary business expenditures

incurred in pursuit and in furtherance of Employer’s business which are documented in accordance with procedures established from

time to time by Employer.

7. Miscellaneous

a. Succession; Survival.  This Agreement is personal to Employee and is not, without the prior

written consent of Employer, assignable by Employee.  This Agreement shall inure to the benefit of the parties hereto and their respective

executors, administrators, personal representatives, successors and assigns.  As used herein, with respect to Employer, “successor”

and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase,

merger or otherwise, directly or indirectly, acquires the stock of Employer or to which Employer assigns this Agreement by operation of

law or otherwise.

b. Notices.  Any notice or other communication provided for in this Agreement shall be in writing

and shall be deemed sent if sent as follows:

If to Employer:

Clean Energy Fuels Corp.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

Facsimile: (949) 724-1459

Attention: Chairman of the Board

If to Employee:

Bartolomeo A. Frabotta

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

Facsimile: (949) 724-1459

or at such other address as a party may

from time to time in writing designate.  Each such notice or other communication shall be effective (i) if given by telecommunication.

when transmitted to the applicable number so specified in this Section 7(b) and an appropriate answerback or confirmation of

delivery is received, (ii) upon receipt, if given by U.S. certified mail, return receipt requested, addressed as aforesaid, or (iii) one

(1) day after being deposited with a reputable overnight courier, addressed as aforesaid.

Page 7 of 16

c. Entire Agreement: Amendments. This Agreement contains the entire agreement of the Employer and

Employee relating to the subject matter hereof.  No amendment or modification of the terms of this Agreement shall be valid unless

made in writing and signed by Employee and, on behalf of Employer, by an officer or Board Member expressly so authorized by the Board.

Employer represents this Agreement has been approved by the Board or the Compensation Committee of the Board.

d. Waiver.  No failure on the part of Employer or Employee to exercise or to delay in exercising

any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further

or other exercise of such right or any other right.

e. Attorneys’ Fees in Action on Contract.  If any litigation shall occur between Employee

and Employer which arises out of or as a result of this Agreement, or which seeks an interpretation of this Agreement, the prevailing

party shall be entitled to recover all costs and expenses of such litigation, including reasonable attorneys’ fees and costs.

f. Confidentiality Proprietary Information.  Employee agrees to not make use of or otherwise

disclose, directly or indirectly, any trade secret or other confidential or proprietary information concerning the business (including,

but not limited to, its products, employees, services, practices or policies) of Employer or any of its affiliates of which Employee may

learn or be aware, except to the extent such use or disclosure is (1) necessary to the performance of this Agreement and reasonably

determined by Employee to be in furtherance of Employer’s interests or (2) required by applicable law. The provisions of this

Section 7(f) shall survive the termination, for any reason, of this Agreement.

g. Trade Secrets.  Employee, prior to and during the term of employment has had and will have

access to and become acquainted with various trade secrets, consisting of software, plans, formulas, patterns, devices, secret inventions,

processes, customer lists, contracts, and compilations of information, records and specifications, which are owned by Employer or by its

affiliates and are regularly used in the operation of their respective businesses and which may give Employer an opportunity to obtain

an advantage over competitors who do not know or use such trade secrets.  Employee agrees and acknowledges that Employee has been

granted access to these valuable trade secrets only by virtue of the confidential relationship created by Employee’s employment

and Employee’s prior relationship to, interest in and fiduciary relationships to, Employer.  Employee shall not disclose any

of the aforesaid trade secrets, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time

thereafter, except as required in the course of Employee’s employment by Employer hereunder and as Employee may reasonably believe

to be for Employer’s benefit.  All records, files, documents, drawings, specifications, software, equipment, and similar items

relating to the business of Employer or its affiliates, including, without limitation, all records relating to customers (the “Documents”),

whether prepared by Employee or otherwise coming into Employee’s possession, shall remain the exclusive property of Employer or

such affiliates and shall not be removed from the premises of Employer or its affiliates under any circumstances whatsoever unless the

Documents are being removed by Employee in context of performing the services required herein.  Upon termination of Employee’s

employment, Employee agrees to deliver promptly to Employer all Documents in Employee’s possession or under the control of Employee.

The provisions of this Section 7(g) shall survive the termination, for any reason, of this Agreement. Notwithstanding any provisions

in this agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, Employee is hereby notified that,

under the Defend Trade Secrets Act as contained in 18 U.S.C. § 1833, Employee cannot be held criminally or civilly liable under any

Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local

government official, either directly or indirectly, or to an attorney; and (ii) solely for reporting or investigating a suspected

violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit

or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for

reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information

in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret,

except under court order provided the Employee’s actions are consistent with 18 U.S.C. § 1833.

Page 8 of 16

h. Trade Secret and Confidential Information Protection.

Employee agrees that following the termination

of Employee’s employment for any reason, Employee will not use, disclose, or rely upon any trade secrets, as defined by applicable

law, or any other legally protectable confidential or proprietary information of Employer or its affiliates to:

(i) solicit, recruit, induce, or

encourage any employee, officer, director, consultant, or independent contractor of Employer or its affiliates to terminate, modify, or

diminish such person’s employment or other business relationship with Employer or its affiliates;

(ii) solicit, divert, take away,

or interfere with any customer, client, supplier, vendor, referral source, payor, or other business relationship of Employer or its affiliates;

or

(iii) solicit, divert, induce, or

encourage any independent contractor, consultant, supplier, vendor, or other business relation of Employer or its affiliates to terminate,

modify, or enter into the same or a similar business relationship with any other person or entity.

For the avoidance of doubt, this Section does

not prohibit Employee from engaging in lawful competition following the termination of Employee’s employment, including soliciting

or accepting business or communicating with employees, customers, contractors, suppliers, or other business relations of Employer or its

affiliates, so long as Employee does not use, disclose, or rely upon Employer’s or its affiliates’ trade secrets or other

legally protectable confidential or proprietary information in doing so. Nothing in this Section is intended to restrain Employee

from engaging in a lawful profession, trade, or business to the fullest extent permitted by California law. For the avoidance of doubt,

nothing in this Agreement prohibits Employee from using general knowledge, skill, experience, judgment, or publicly available information

retained in unaided memory, so long as Employee does not use or disclose Employer’s trade secrets or other legally protectable confidential

or proprietary information.

Nothing in this Section prohibits

Employee from making any disclosure protected by law, including under California law, the Defend Trade Secrets Act, or any applicable

whistleblower law or regulation. The provisions of this Section shall survive the termination, for any reason, of this Agreement.

i. Inventions and Patents.  Except as may be limited by Section 2870 of the California Labor

Code, all inventions, designs, improvements, patents, copyrights, and discoveries conceived by Employee during the term of this Agreement

which are useful in or directly or indirectly related to the business of Employer, or to any experimental work carried on by Employer,

shall be the property of Employer.  Employee will promptly and fully disclose to Employer all such inventions, designs, improvements

and discoveries (whether developed individually or with other persons) and shall take all steps necessary and reasonably required to assure

Employer’s ownership thereof and to assist Employer in protecting or defending Employer’s proprietary rights therein.

Employee acknowledges hereby receipt of written notice from Employer pursuant to Labor Code Section 2870 that this Agreement (to

the extent it requires an assignment or offer to assign rights to any invention of Employee) does not apply to an invention which qualifies

fully under the provisions of California Labor Code Section 2870.  The provisions of this Section 7(i) shall survive

the termination, for any reason, of this Agreement.

Page 9 of 16

j. Place of Employment.  The principal place of employment shall be within a radius of twenty-five

(25) miles of 4675 MacArthur Court, Newport Beach, California, provided, however, that Employee will be expected to engage in regular

travel as Employer may reasonably request or as may be required for the proper rendition of services hereunder.

k. Severability.  If any provision of this Agreement is held invalid or unenforceable, such provision

shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the

parties to the fullest extent permitted by law.  In all other respects, if any provision of this Agreement is held invalid or unenforceable,

the remainder of this Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable

with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest

extent permitted by law.

l. Withholding Deductions.  All compensation payable hereunder, including Base Salary and other

benefits, shall be subject to applicable taxes, withholdings and other required, normal or elected employee deductions.

m. Remedies.  Employee expressly agrees that Employer shall be entitled to the remedies of injunction,

specific performance and other equitable relief to prevent any violation of Sections 7(f), (g), (h), or (i) of this Agreement.

This Section 7(m) shall not be construed as a waiver of any other rights or remedies which Employer may have for damages or

otherwise.  Any action brought to enforce the provisions set forth in this Section 7(m) shall be brought in the Orange

County Superior Court. Employee, by execution of this Agreement, hereby submits to the jurisdiction of the Orange County Superior Court.

n. Arbitration.  Except as otherwise provided in this Agreement, any controversy or claim arising

out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Orange County, California.

i. Judicial Arbitration and Mediation Services.  The arbitration shall be administered by Judicial

Arbitration and Mediation Services (“JAMS”) in its Orange County, California office.

ii. Arbitrator.  The arbitrator shall be a retired superior court judge of the State of California

affiliated with JAMS.

iii. Employer shall bear all arbitration forum costs and arbitrator compensation to the extent required by

applicable law, including all costs unique to arbitration. Employee shall not be required to pay any greater amount than Employee would

be required to pay to commence or maintain a civil action in a court of competent jurisdiction.

iv. Provisional Remedies and Appeals.  Each of the parties reserves the right to file with the

Orange County Superior Court an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary

protective order and/or appointment of a receiver on the grounds that the arbitration award to which the applicant may be entitled may

be rendered ineffectual in the absence of such relief.

Page 10 of 16

v. Enforcement of Judgment.  Judgment upon the award rendered by the arbitrator may be entered

in any court having jurisdiction thereof.  The award of the arbitrator shall be binding, final, and nonappealable.

vi. Discovery.  The parties may obtain discovery in aid of the arbitration to the fullest extent

permitted under law, including California Code of Civil Procedure Section 1283.05.  All discovery disputes shall be resolved

by the arbitrator.

vii. Consolidation.  Any arbitration hereunder may be consolidated by JAMS with the arbitration

of any other dispute arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue

of law or fact creating the possibility of conflicting rulings by more than one arbitrator.  Any disputes over which arbitrator shall

hear any consolidated matter shall be resolved by JAMS.

viii. Power and Authority of Arbitrator.  The arbitrator shall not have any power to alter, amend,

modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement

or is not available in a court of law.

ix. Governing Law.  All questions in respect of procedure to be followed in conducting the arbitration

as well as the enforceability of this Agreement to arbitrate which may be resolved by state law shall be resolved according to the laws

of the State of California.  Any action brought to enforce the provisions of this Section shall be brought in the Orange County

Superior Court.  All other questions in respect to this Agreement, including but not limited to the interpretation, enforcement of

this Agreement (other than the right to arbitrate), and the rights, duties and liabilities of the parties to this Agreement shall be governed

by California law.

o. Waiver of Jury Trial.  In the event that any dispute shall arise between Employee and Employer,

and notwithstanding the provisions of Section 7(n), litigation ensues, WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS AGREEMENT,

THE PARTIES EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL AND AGREE THAT ANY SUCH LITIGATION SHALL BE TRIED BY A JUDGE

WITHOUT A JURY.

p. Representation By Counsel; Interpretation.  Employer and Employee each acknowledge that each

party to this Agreement has had the opportunity to be represented by counsel in connection with this Agreement.  Accordingly, any

rule of law, including, but not limited to, Section 1654 of the California Civil Code, or any legal decision that would require

interpretation of any claimed ambiguities in this Agreement against the party that drafted it, has no application and is expressly waived.

The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intent of the parties.

q. Code Section 409A

i. General. It is the intent of Employer and Employee that the payments and benefits under this Agreement

shall comply with or be exempt from Code Section 409A, and accordingly, to the maximum extent permitted, this Agreement shall be

interpreted to be in compliance with or exempt from Code Section 409A. Employer shall administer and interpret this Agreement in

good faith consistent with such intent. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that

may be imposed on Employee pursuant to Code Section 409A or for any damages for failing to comply with Code Section 409A. All

references to Code Section 409A shall be interpreted to include Code Section 409A and all regulations and guidance promulgated

thereunder. Each payment made under this Agreement (including each separate installment payment in the case of a series of installment

payments) shall be deemed to be a separate payment for purposes of Section 409A.

Page 11 of 16

ii. Reimbursements and In-Kind Benefits. To the extent any reimbursements or in-kind benefits under

this Agreement are subject to Code Section 409A, (A) all such expenses or other reimbursements under this Agreement shall be

made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee; (B) any

right to such reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit; and (C) no such reimbursement,

expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for

reimbursement, or in-kind benefits to be provided, in any other taxable year.

iii. Offsets. Notwithstanding any other provision of this Agreement to the contrary, in no event shall

any payment under this Agreement that is subject to Code Section 409A be subject to offset, counterclaim, or recoupment by any other

amount unless otherwise permitted by Code Section 409A.

[Remainder of page intentionally blank]

Page 12 of 16

IN WITNESS WHEREOF, the parties have executed

this Agreement as of the Commencement Date.

“EMPLOYER”

CLEAN ENERGY FUELS CORP., a

Delaware corporation

By:

/s/ Barclay F. Corbus

Name:

Barclay F. Corbus

Title:

President and Chief Executive Officer

“EMPLOYEE”

/s/ Bartolomeo A. Frabotta

Bartolomeo A. Frabotta

Page 13 of 16

EXHIBIT A

RELEASE

THIS RELEASE (the “Release”) is being

executed and delivered by Bartolomeo A. Frabotta (“Employee”) on

, pursuant to that certain Executive Employment Agreement, dated as of June 23, 2026, by and

between Clean Energy Fuels Corp., a Delaware Corporation (“Employer”, and Employee (the “Employment Agreement”).

Employee, intending to be legally bound and for

good and valuable consideration, including that received pursuant to Section 5 of the Employment Agreement, and conditioned upon

and subject to the receipt of such consideration, hereby agrees as follows:

Employee hereby irrevocably and unconditionally

releases, acquits and forever discharges Employer, and any of its subsidiaries, parents, affiliates, managing agents, employees, professional

employer organizations (PEO), staffing agencies, servants, consultants, agents, directors, officers, independent contractors, representatives,

insurance carriers and attorneys (and the servants, agents, employees, directors, officers, independent contractors, representatives,

consultants, insurance carriers and attorneys of any such subsidiaries, parents affiliates, PEO’s, or staffing agencies), and all

persons acting by, through, under or in concert with any of them, and each of their respective heirs, successors, and assigns (hereinafter

collectively referred to as "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities, obligations,

promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including

attorney's fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not

limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith and fair dealing,

express or implied, or any tort including defamation, or any legal restrictions on Employer’s right to hire, to refuse to hire or

terminate its employees, or any federal, state or other governmental statute, regulation or ordinance, including, without limitation:

(1) the Civil Rights Act of 1964, as amended; (2) 42 U.S.C. § 1981; (3) Section 503 of the Rehabilitation Act

of 1973; (4) the Fair Labor Standards Act (including the Equal Pay Act); (5) the Americans with Disabilities Act; (6) the

Age Discrimination in Employment Act of 1967, as amended; (7) the Federal Family and Medical Leave Act; (8) the Immigration

Reform and Control Act; (9) the Federal Worker Readjustment and Retraining Notification Act; (10) the Employee Retirement Income

Security Act, as amended; (11) the National Labor Relations Act; (12) the Genetic Information Nondiscrimination Act of 2008; (13) the

United States Constitution; (14) the California Constitution; (15) the California Labor Code, including the Private Attorney General Act

of 2004 (“PAGA”); (16) the California Business and Professions Code; (17) the California Government Code; (18) the California

Family Rights Act; (19) the California Pregnancy Discrimination Act; (20) the California Wage Orders; (21) the Families First Coronavirus

Response Act; and/or (22) any other provision of federal, California state, or local statutory or common law or regulation (including

whistleblower claims, claims for personal injury, invasion of privacy, negligent hiring, retention or supervision, defamation, intentional

or negligent infliction of emotional distress and/or mental anguish, negligence, assault, battery, false imprisonment, retaliatory or

wrongful discharge, and the like), which Employee now has, owns or holds, or claims to have, own or hold, or which Employee at any time

heretofore had, owned or held, or claimed to have, own or hold against any of the Releasees up to and including, at the time of Employee’

execution of the Release. Notwithstanding anything to the contrary in this Release, this Release does not waive, release, or impair (i) any

rights to indemnification, advancement of expenses, or contribution under applicable law, the Company’s certificate of incorporation,

bylaws, or any indemnification agreement; (ii) any coverage under any directors’ and officers’ liability insurance policy;

(iii) any claims arising after the date Employee signs this Release; or (iv) any claims or rights that cannot be waived as a

matter of law.

Employee hereby releases Employee’s individual

PAGA claims and hereby waives Employee’s right to pursue non-individual representative PAGA claims including Employee’s right

to represent the State in claiming civil penalties for Labor Code violations that Employee claims Employee experienced or that any other

employee claims to have experienced. Employee recognizes that this Agreement waives Employee’s right to serve as a representative

of the State in bringing a claim on behalf of the State, and that it precludes Employee from bringing any claim for civil penalties on

behalf of the State arising out of or related to Employee’s application for employment, employment, or separation of employment

with the Company.

Page 14 of 16

Without limiting the generality of the foregoing,

Employee agrees to fully release and discharge each and all of the Released Parties from any and all claims, demands, rights, and causes

of action that have been or could be alleged against any of said Released Parties (a) in connection with Employee’s employment,

the Employment Agreement any prior employment agreement, or the termination of such employment (b) in connection with any and all

matters pertaining to Employee’s employment by any of the Released Parties, including, but not limited to, any and all compensation,

salaries, wages, bonuses, commissions, overtime, monies, pay, allowances, benefits, sick pay, severance pay, paid leave benefits, penalties,

interest, damages, and promises on any and all of the above and (c) under or in connection with the state and federal age discrimination

laws.

Waiver of Section 1542. Employee understands

and acknowledges that Employee is waiving rights under Section 1542 of the California Civil Code, which provides:

Section 1542. [Certain Claims

Not Affected By General Release.] A general release does not extend to claims that the creditor or releasing party does not know or suspect

to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his

or her settlement with the debtor or released party.

Employee expressly waives and relinquishes all

rights and benefits under Section 1542 of the California Civil Code and any similar federal, state, or local law, rule, or doctrine

with respect to the claims released by this Release. Employee acknowledges that Employee may later discover facts different from or in

addition to those now known or believed to be true, but nevertheless agrees that this Release shall remain effective in all respects and

shall extend to all claims released by this Release, whether known or unknown, suspected or unsuspected.

Employee acknowledges that this Release constitutes

written notice from Employer that Employee should consult with an attorney before signing this Agreement, and Employee acknowledges that

Employee has fully discussed all aspects of this Release with Employee’s attorney to the extent Employee desires to do so. Employee

agrees that Employee has carefully read and fully understands all of the provisions of this Release and that Employee is voluntarily entering

into this Agreement.

Employee agrees that, as part of this Release,

Employee has been provided with consideration in addition to anything of value to which Employee is already entitled. Employee is advised

that, prior to waiving claims Employee may have under the Age Discrimination in Employment Act, Employee may take up to twenty-one (21)

calendar days to consider this Release before signing, and, if accepted, Employee may revoke this Release within seven (7) calendar

days after Employee signs this Release. Employee agrees that if Employee wishes to revoke this Release, Employee will notify Employer

in writing, addressed to Chairman of the Board, 4675 MacArthur Court, Suite 800, Newport Beach, California 92660, delivered on or

before the expiration of the revocation period.

In the event this Release is signed prior to the

expiration of 21 calendar days, Employee acknowledges that Employee voluntarily and knowingly agrees to waive Employee’s entitlement

to take 21 days to consider this Release for the purpose of expediting the consideration described in section 5 of the Employment Agreement.

Nothing in this Release obligates Employer or

any Released Party to offer Employee future employment. Employee acknowledges that any future application for employment, if any, will

be considered in accordance with Employer’s then-current business needs, policies, and applicable law.

Employee understands and acknowledges that the

aforementioned consideration is not to be construed as an admission on the part of Employer or any of the Released Parties of any liability

whatsoever and that the Employer and each Released Party denies that it has engaged in any wrongdoing or has any liability whatsoever.

Except as described below, Employee agrees and

covenants not to file any suit, charge, representative action, class action or complaint against Releasees in any court or administrative

agency, with regard to any claim, demand, liability or obligation arising out of Employee’s employment with Employer or separation

therefrom. Employee further represents that no claims, complaints, charges, or other proceedings are pending in any court, administrative

agency, commission, or other forum relating directly or indirectly to Employee’s employment by the Company. Nothing in this Release

shall be construed to prohibit Employee from filing a charge or assisting others in filing a charge with or participating in any investigation

or proceeding conducted by the EEOC, the NLRB, the SEC, other U.S. government agencies, or a comparable state or local agency. Notwithstanding

the foregoing and except as described below, Employee agrees to waive Employee’s right to recover monetary damages in any charge,

complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf. Nothing in this Release limits Employee’s

right to receive a whistleblower award or bounty from the Securities and Exchange Commission or any other government agency for information

provided to that agency.

Page 15 of 16

If either party materially breaches this Release,

the non-breaching party may pursue any remedies available at law or in equity, subject to any applicable dispute-resolution provisions.

Nothing in this paragraph authorizes recovery of attorneys’ fees or costs except as otherwise provided by statute, contract, or

other applicable law.

No Restriction on Lawful Disclosures. Nothing

in this Release prohibits Employee from disclosing information as permitted or required by law, including information about unlawful acts

in the workplace. Nothing in this Release prohibits Employee from disclosing Employer’s trade secrets, proprietary information,

or confidential information only to the extent such disclosure is protected or required by applicable law. Except as so permitted or required,

Employee agrees not to use or disclose Employer’s trade secrets or other legally protectable confidential business information.

This paragraph does not restrict disclosure of factual information where a restriction would be void or unenforceable under applicable

California law.

Employee acknowledges that Employee is relying

solely upon the contents of this Release and is not relying on any other representations whatsoever of Employer or any other Released

Party as an inducement to enter into this agreement and Release.

Both Employee and Employer agree not to disparage

the other party, the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to

them or their business, business reputation, or personal reputation; provided that both Employee and Employer will respond accurately

and fully to any question, inquiry, or request for information when required by legal process. Nothing in this agreement prevents Employee

from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct

that you have reason to believe is unlawful.

This Release shall be deemed to have been executed

and delivered within the State of California, and shall be construed and enforced in accordance with, and governed by, the internal laws

of the State of California.  The exclusive venue for any dispute under this Release is the California Superior Court for the County

of Orange.  This Release is the entire Release with respect to the subject matter hereof and supersedes all prior and contemporaneous

oral and written releases and discussions.  The captions in this Release are for convenience and reference only and the words contained

therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of

this Release.  This Release and the provisions contained herein shall not be construed or interpreted for or against any person or

beneficiary hereof because that person drafted or caused that person’s legal representative to draft any of its provisions.

This Release is binding upon the undersigned’s representatives, successors in interest and assigns.  The provisions of this

Release are severable.  Should any provision (or portion thereof) for any reason be held to be unenforceable, the remaining provisions

(or portion thereof) shall nonetheless be in full force and effect.  This Release and the provisions hereof cannot be altered or

modified by a fully or partially executed oral modification, and further cannot be altered, modified or otherwise changed in any respect

except by a subsequent writing duly executed by all parties hereto or by their authorized representatives.  This Release may be executed

in counterparts each of which is equally admissible in evidence, and each executed counterpart shall fully bind each party who has executed

it.  A fax copy of this Release may be deemed as an original.

THE UNDERSIGNED HAS READ THE FOREGOING RELEASE

AND ACCEPTS AND AGREES TO THE PROVISIONS CONTAINED THEREIN, AND HEREBY EXECUTES IT, KNOWINGLY AND VOLUNTARILY, AND WITH FULL UNDERSTANDING

OF ITS CONSEQUENCES.

IN WITNESS WHEREOF, Employee has duly executed

and delivered this Release as of the date first above written.

“EMPLOYEE”

Bartolomeo A. Frabotta

Page 16 of 16

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618401d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Clean Energy appoints Bart Frabotta as Chief

Operating Officer

Newport Beach, Calif. – June 23,

2026 — Clean Energy Fuels Corp. (NASDAQ: CLNE), the country’s leading provider of renewable natural gas

(RNG) for the transportation market, today announced the appointment of Bart Frabotta as Chief Operating Officer (COO). Frabotta will

oversee Clean Energy’s operations division and will also become one of the company’s named executive officers.

Frabotta joined Clean Energy in 2010 and has

served as Group Vice President of Operations since 2021. He has over 20 years of leadership experience in energy infrastructure, construction,

operations, technology, and industrial services.

Stepping into the role as COO, he will lead company-wide

operational functions, including station operations, RNG and liquefied natural gas (LNG) production, engineering and construction, field

services, supply chain, EHS, IT, and AI initiatives. He will also oversee key business transformation programs.

“Since joining Clean Energy, Bart has been

tasked with more and more responsibilities and has always overperformed,” said Clay Corbus, President and CEO of Clean Energy.

“His leadership has driven meaningful change in reliability, efficiency, and cost structure across our station network. I will

look to Bart to take the lead in two of my top priorities – becoming a technology-forward company implementing all the advantages

AI has to offer, and making Clean Energy a low-cost company while still accelerating growth.”

“Taking on the role of COO at such an important

time for Clean Energy and the broader alternative fuels industry is both an honor and a tremendous opportunity,” said Frabotta.

“We have an incredibly talented team across the organization, and I’m excited to continue working alongside them to enhance

our capabilities, deliver reliable solutions, and help drive our company into its next phase of growth.”

About Clean Energy

Clean Energy Fuels Corp. is the

country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize

transportation through the development and delivery of renewable natural gas (RNG), a sustainable fuel derived by

capturing methane from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and

heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations

across the U.S. and Canada as well as RNG production facilities at dairy farms.

Visit www.cleanenergyfuels.com and follow @ce_renewables on X and LinkedIn.

Forward Looking Statements

This news release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act

of 1934, as amended, that involve risks, uncertainties and assumptions, including without limitation statements about the appointment

of Bart Frabotta as Clean Energy’s Chief Operating Officer, and plans, beliefs, and expectations related thereto. The forward-looking

statements made herein speak only as of the date of this press release and, unless otherwise required by law, Clean Energy undertakes

no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Additionally, the reports

and other documents Clean Energy files with the SEC (available at www.sec.gov) contain risk factors, which may cause actual

results to differ materially from the forward-looking statements contained in this news release.

Clean Energy media contact:

Kimberly Fleer

1-949-437-1447

kimberly.fleer@cleanenergyfuels.com

Clean Energy investor contact:

Thomas Driscoll

1-949-437-1191

thomas.driscoll@cleanenergyfuels.com

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