Exhibit 10.11.1
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 1908 Doolittle Drive, San Leandro, CA 94577 (the
“Company”) and MariaElena Ross, 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 $12,083.34 per month ($145,000 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.
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“Company” |
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Energy Recovery Inc. |
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By:
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/s/ MariaElena Ross 3/4/08
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By:
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/s/ G.G. Pique
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MariaElena Ross
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Title: President and CEO |
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