AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED February 25, 2008
Exhibit 10.10.1
AMENDMENT TO EXECUTIVE EMPLOYEE AGREEMENT DATED
February 25, 2008
This AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT dated July 1, 2006 (“Amendment”) is
made as of July 1, 2008 (“Amendment Effective Date”) by and between Energy Recovery Inc., a
Delaware corporation, with its principal offices at 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxxxx, XX
00000 (the “Company”) and Xxxxxxx Xxxxxxx, an individual (the “Executive”) (together, the
“Parties”).
Pursuant to Article 5.11 of the Executive Employment Agreement, the Parties hereby amend
that Agreement as follows:
Article 1.2. The Parties amend and replace Article 1.2 to read as follows:
Term. The term of Executive’s employment is hereby extended through
December 31, 2008. Thereafter, the Executive Employment Agreement, as
amended, shall automatically terminate and Executive’s employment with the
Company will become “at will.” “At will” employment means that either the
Company or Executive may terminate Executive’s employment at any time with
or without cause and with or without notice. Such at-will employment cannot
be changed except by a writing signed by the Executive and a duly authorized
executive or Board member of the Company.
Article 2.1(a). The Parties amend and replace Article 2.1(a) to read as follows:
Base Salary. Effective as of January 1, 2008, Executive’s base
salary will be $11,916.67 per month ($143,000 per annum), less any
deductions required by law, which shall continue to be paid in accordance
with the Company’s normal and customary payroll practices, but no less
frequently than monthly. The Executive’s base salary shall be reviewed
annually and may be reasonably adjusted in the sole discretion of the
Company.
Article 2.1(b). The Parties amend and replace Article 2.1(b) to read as follows:
Annual Bonus.
(i) The Executive shall be eligible to participate in the Company’s annual
bonus program and shall be eligible to earn an annual bonus in an amount not
to exceed one (1) times Executive’s base salary. If the Executive is
eligible to earn an annual cash bonus, the exact amount of the Executive’s
annual cash bonus, if any, shall be determined by the Company pursuant to the
attainment of performance goals as set forth in the attached performance
matrix prepared by the Company.
(ii) Notwithstanding Article 2. l(b)(i) to the contrary, however, in the event
that the scheduled IPO is not consummated through no fault of the Executive, as
determined by the Board (with the recusal by the Executive from such Board
determination, as necessary) in good faith, although the Executive may not be
eligible to receive any annual cash bonus in 2008, all of the Executive’s stock
options granted under Executive’s 2006 Equity Compensation Grant pursuant to
Article 2.1(c) of Executive’s Executive Employment Agreement shall immediately
and fully vest effective as of December 31, 2008.
Article 3.1(a)(iv). The Parties amend and replace Article 3.1(a)(iv) to read as
follows:
Executive’s violation of the Company’s Code of Conduct, if any, and as amended
from time to time, confidentiality obligations to the Company or
misappropriation of Company assets; or
Article 3.2(e)(i)(D). The Parties amend and replace Article 3.2(e)(i)(D) to read as
follows:
any material reduction, limitation or failure to pay or provide any of the
compensation provided to the Executive under Article 2.1 of this Agreement or any
other agreement or understanding between the Executive and the Company, or
pursuant to the Company’s policies and past practices, as of the date immediately
prior to the Change in Control; or
Article 3.2(e)(ii). The Parties add Article 3.2(e)(ii){E) as follows:
“Change in Control,” as defined above, shall not in any instance be
construed to include the Company’s IPO or any event occurring in connection
with or as a result of the Company’s IPO.
All other terms contained in the Executive Employment Agreement shall continue in full force and
effect.
WITNESS, the execution of this Amendment as of the date first above written.
| “Executive” | “Company” | |||||||||
| Energy Recovery Inc. | ||||||||||
| By: | /s/ Xxxxxxx Xxxxxxx |
By: | /s/ G.G. Pique
|
|||||||
TO:
|
Xxxxx Xxxxxxx | |
FROM:
|
GG Pique | |
DATE:
|
March 3, 2008 | |
SUBJECT:
|
2008 Performance Bonus | |
ERI will pay a maximum of 30% of base salary at the end of the year for exceeding the
following performance objectives:
| 1) | Work with Production team to improve morale | |
| 2) | Get San Leandro plant and vendor structure ready to ship $60M in 2008 | |
| 3) | Implement formal disaster contingency plan. Work with City officials. | |
| 4) | Xxxxxx IT security |
The actual amount payable will be based on a subjective appraisal of each performance objective per
the following rating schedule:
100%
|
Exceeded objective | |
75%
|
Met objective | |
50%
|
Met objective late or incompletely | |
25%
|
Substantially initiated effort to meet objective | |
0%
|
Did not meet objective |
/s/ G.G. Pique
|
/s/ Xxxxx Xxxxxxx | 3/12/08 | ||||||
G.G. Pique
|
Date | Xxxxx Xxxxxxx | Date | |||||
