Exhibit 10.1

GENERAL RELEASE

THIS GENERAL RELEASE (the “Agreement”) is made by and between Joshua Ballard

(“Employee”) and Energy Recovery, Inc. (“Employer”). 

For purposes of this Agreement, it is agreed that “Employer” (including in Paragraph 3)

includes Energy Recovery, Inc. and any corporations related to or affiliated with Energy

Recovery, Inc., whether as a parent, subsidiary or an affiliate and their successors and assigns; it

also includes the Board Members, officers, directors, managers, trustees, agents, attorneys, and

contractors of Energy Recovery, Inc., or any related or affiliated corporations.

WHEREAS, Employee was employed by the Employer as Chief Financial Officer, who 

previously informed the Employer of his intent to resign from the Employer, but agreed to

remain employed and accomplish certain transitional and other duties until the Separation Date.

WHEREAS, as a result, Employee and the Employer desire to provide for his transition

from that position and ultimate separation from the Employer.

WHEREAS, Employee desires to secure for himself the compensation and Severance

Benefits specified herein;

WHEREAS, Employee’s last day of employment with Employer is June 30, 2024 (the

“Separation Date”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained

herein, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties do hereby agree as follows:

1.Severance Benefits.  For and in consideration of the promises made by Employee herein,

including but not limited to the release of all claims and possible claims up to and including the

date Employee executes this Agreement as specified herein, Employer agrees to:

(a)Accrued Benefits.  Regardless of whether Employee executes this Agreement,

Employer will pay all payments required by applicable law, including all earned and

unpaid salary, all earned but unpaid and un-deferred bonus attributable to the year

that ends immediately before Separation Date, and other benefits under applicable

benefit plans to which Employee was entitled upon such termination in accordance

with the terms of such benefit plans, except as modified by this Agreement;

(b)Severance Payment.  Subject to Paragraph 1(d), Employer agrees to pay to Employee,

as a severance benefit, the gross sum of Four-Hundred Thousand Dollars and Zero

cents ($400,000.00), but less ordinary payroll deductions, including, but not limited

to, federal and state income taxes, and social security (the “Severance Payment”). 

1

The Severance Payment shall be paid in in a single lump sum payment, subject to

deductions for applicable taxes, during the Company’s next regularly scheduled pay

cycle following the expiration of the period set forth in Section 4(e). 

(c)Expansion of Equity Exercise Period.  Subject to Paragraph 1(d), Employee may

exercise any equity vested as of the Separation Date for up to two (2) years after the

Separation Date. 

(d)Summary.  All severance benefits (except Accrued Benefits) shall be conditioned on

Employer’s prior receipt of this Agreement executed by Employee but also which

follows expiration of the Revocation Period specified in Paragraph 4(e) of this

Agreement (without Employee revoking this Agreement) and Employee’s prior

compliance with all provisions of this Agreement, specifically including but not

limited to the Non-Disparagement and Return of Property covenants of Paragraphs 2

and 7 of this Agreement.  Further, except as specifically provided in this Paragraph 1,

Employee shall receive no further compensation or benefits whatsoever from

Employer following Employee’s separation of employment with Employer.  The

parties further acknowledge and agree that California Labor Code Section 206.5 is not

applicable to the parties hereto.  That section provides in pertinent part as follows:

No employer shall require the execution of any release of any claim or

right on account of wages due, or to become due, or made as an advance

on wages to be earned, unless payment of such wages has been made.

2.Return of Property.  Employee acknowledges and represents that Employee has

returned or will return to Employer by the Separation Date all Employer property, without

retaining or forwarding copies (actual or electronically stored) including, but not limited to: any

and all computer hardware, software and related materials; cellular telephone, iPad and any other

devices upon which any electronic data may be stored; reports, data, plans, projects, files, charts,

records and memoranda; credit cards, card key passes; parking passes, keys; safe combinations;

computer access codes; discs and instructional or personnel manuals (including any and all

copies made at any time whatsoever) in Employee’s possession or control which pertains in any

manner to the business of Employer and any other item which constitutes property of  Employer. 

Employee further acknowledges and represents that Employee has returned to Employer all

Employer Confidential Information and all passwords and codes necessary to obtain and access

computer files on computers used by Employee during the course of Employee’s employment

and Employee covenants and agrees not to access any computer or electronically stored

information of Employer at any time after Employee’s employment termination. Employee

further acknowledges specifically that Employee has not retained access to any electronically

stored data, including any Confidential Information, relating to the business or business

operations of Employer on any personal electronic device of Employee and any other electronic

data bases, including, but not limited to, any internet-based service used to sync data to the

cloud, such as: DropBox, Box.net, iCloud, SpiderOak, OneDrive, SkyDrive, Evernote, Google

Drive, Amazon Cloud Drive, AeroFS, ShareFile, Cubby, Tresorit, Egnyte, OpenDirve,

JustCloud, Sync.com, BackBlaze, CrashPlan, Carbonite, SugarSync, JottaCloud, ElephantDrive,

CertainSafe, iDrive, ASUS WebStorage, Barracuda Backup, Bitcasa, BullGuard, CloudMe,

Comodo, Diino, FilesAnywhere, Jungle Disk, MEGA, OwnCloud, Syncplicity, Tarsnap, or

Yandex.Disk, or any private electronic mail accounts.

2

Further, Employee affirms and agrees herein to continue to abide by all of Employee’s

obligations pursuant to the Confidential Information and Invention Assignment Agreement

between Employee and Employer. 

3.Release.  In consideration of the promises and rights provided to Employee under the

terms of this Agreement, Employee, on behalf of Employee and Employee’s heirs and assigns,

hereby forever releases, waives and forever discharges Employer from any and all manner of

claims, complaints or causes of action of any kind and nature whatsoever, known or unknown,

mature or unmatured, which Employee may have or claim to have (now or in the future) against

Employer, whether by reason of Employee’s employment with Employer or Employee’s

separation from employment, or otherwise, from the beginning of time through the date

Employee executes this Agreement.  Such released claims include, but are not limited to: claims

under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq., the Civil

Rights Act of 1866, 42 U.S.C. §1981, the Americans With Disabilities Act, 42 U.S.C. §12101

et seq., The Age Discrimination in Employment Act of 1967 and Older Workers Benefit

Protection Act, as amended, 29 U.S.C. §621 et seq., the Family and Medical Leave Act,

29 U.S.C. §2601 et seq., the Fair Labor Standards Act, 29 U.S.C. §201 et seq., the Employee

Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001 et seq. (except as to any

vested benefits under ERISA), the California Fair Employment and Housing Act, the California

Family Rights Act, the California Government Code, the California Business and Professions

Code, the California Healthy Workplaces, Healthy Families Act of 2014, and the California

Labor Code (except California Labor Code Section 2802 and to the extent any claims are not

subject to waiver under California law), and any other federal, state or municipal statutes or

ordinances relating to employment or discrimination in employment; claims of retaliatory or

wrongful discharge (including Tameny claims), defamation, personal injury, emotional distress,

invasion of privacy, tortious interference, breach of contract, breach of the covenant of good faith

and fair dealing, and all other tort and contract claims; claims for unpaid wages, bonuses,

commissions, vacation or other benefits (specifically including any claim relating to any Stock

Option Plan of Employer or AIP) or compensation; and any other claims of any nature

whatsoever, except as provided herein.  In addition, Employee specifically releases any claim for

attorneys’ fees.

It is understood and agreed that Employee may have a claim or claims against Employer that

are presently unknown and/or unsuspected and that such unknown or unsuspected claims may

give rise to damages, losses, costs, or expenses to Employee in the future.  It is specifically

acknowledged by Employee that this Agreement and the release set forth in this Paragraph have

been agreed upon and given in light of such facts and that this Agreement is intended to provide

a full and complete release of any and all claims, whether known or unknown, suspected or

unsuspected, as provided herein.  In this connection, Employee understands and agrees that as

part of the inducement for the consideration provided to Employee in this Agreement, Employee

specifically waives the provisions of Section 1542 of the California Civil Code, as well as any

other federal, state or local statute or ordinance, or common law principle, of similar effect. 

California Civil Code Section 1542 reads as follows:

3

“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.”

Understanding the above language, Employee nevertheless hereby voluntarily waives the

rights described in this Paragraph and elects to assume all risks or claims that now exist in

Employee’s favor, whether known or unknown, that are released under the terms of this

Agreement. 

The advice of legal counsel has been obtained by all parties prior to signing this Release

Agreement. Employee hereby acknowledges and represents that Employee is executing this

Release Agreement voluntarily, with full knowledge of its significance, and with the express

intention of effecting the legal consequences provided by Section 1541 of the California Civil

Code, i.e., the extinguishment of all obligations and under any other state or federal statute or

common law principle of similar effect. 

4.Waiver of Age Discrimination Claim.  By execution of this Agreement, Employee

expressly waives, releases and forever discharges any and all rights or claims arising under the

Age Discrimination in Employment Act of 1967, 29 U.S.C. §621 et seq. (ADEA) and:

(a)Employee acknowledges and understands that this waiver refers to rights or claims

arising under the ADEA, is in writing and is written in manner that is understood by

Employee;

(b)Employee expressly understands that by execution of this document, Employee does

not waive any rights or claims under the ADEA that may arise after the date this

waiver is executed;

(c)Employee acknowledges that Employer hereby expressly advises Employee herein to

consult with an attorney of Employee’s choosing (at Employee’s expense) prior to

executing this document;

(d)Employee acknowledges that Employee has been given twenty-one (21) days from

the date Employee received this Agreement to consider, sign and accept it.  Employee

further acknowledges and agrees that this period constitutes a reasonable amount of

time during which to consider this Agreement; and

(e)Employee acknowledges that Employee has seven (7) days after executing this

Agreement (the “Revocation Period”) to revoke in writing Employee’s waiver of

claims herein.  Any such rescission must be provided in writing to William Yeung,

Chief Legal Officer, Energy Recovery, Inc., as follows: 1717 Doolittle Dr., San

Leandro, CA 94577, wyeung@energyrecovery.com.  Employee understands and

acknowledges that any such rescission provided to Employer shall render this

Agreement null and void and Employee shall not be entitled to any of the benefits set

forth in this Agreement (other than the Accrued Benefits).

4

However, notwithstanding Paragraphs 2, 3, 4, 6, 7 and anything otherwise to the contrary in

this Agreement, it is understood that nothing in this Agreement prohibits Employee from filing a

charge or complaint under the ADEA, including a challenge to the validity of this Agreement,

with the EEOC, or from participating in any investigation or proceeding conducted by the EEOC

(each an “EEOC Action”), although Employee hereby waives the right to recover any monetary

relief or damages in conjunction specifically with any such EEOC Action(s).

5.Employee Representations and Warranties.  Employee represents and warrants that:

(a) Employee has not filed, caused to be filed, or presently a party to any claim, complaint, or

action against Employer; (b) Employee has not suffered any work related injury or illness;

(c) Employee has not been denied any type of leave to which Employee was otherwise entitled,

including but not limited to the Family and Medical Leave Act or the California Family Rights

Act; and (d) Employee has been paid all compensation to which Employee has been entitled for

all services rendered through the execution of this Agreement, specifically including but not

limited to all salary or other wages, bonuses, commissions or any other paid leave or

compensation to which Employee may have been entitled prior to Employee’s execution of this

Agreement, except as otherwise provided in this Agreement. 

6.Non-Interference.  Nothing in this Agreement (including Paragraphs 2, 3, 4, 5 and 7) is

intended to limit in any way (a) Employee’s right or ability to file a complaint, charge or claim of

discrimination, or any complaint of other illegal behavior, with; (b) Employee, or Employee’s

attorney, from initiating communication directly with, or responding to any inquiry from; or

(c) providing any testimony before, the Equal Employment Opportunity Commission (“EEOC”),

the National Labor Relations Board (“NLRB”), the Department of Labor (“DOL”), the Securities

Exchange Commission (“SEC”) or any other federal or state regulatory or law enforcement

agency.  Such agencies have the authority to carry out their statutory duties by investigating any

complaint, charge, or claim, issuing a determination, filing a lawsuit in federal or state court in

their own name, or taking other statutorily-authorized action authorized under these statutes. 

Employee understands that Employee retains the right to participate in any such action(s)

notwithstanding this Agreement.  Employee likewise understands that Employee retains the right

to communicate with the EEOC, NLRB, DOL, SEC or any federal, state or local agency and that

such communication can be initiated by Employee or in response to any government inquiry to

Employee without violating this Agreement (including paragraphs 2, 3, 4, 5 and 7).  Further,

except as noted in Paragraph 4 with respect to EEOC Action(s), this Agreement does not limit

Employee’s right to receive an award for information provided to any government or regulatory

agencies. 

Employee also understands that pursuant to the Defend Trade Secrets Act of 2016,

Employee shall not be held criminally, or civilly, liable under any Federal or State Trade secret

law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a

Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or

investigating, a violation of law.  Moreover, Employee understands employees may disclose

trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such

filing is made under seal.  Finally, Employee understands an employee who files a lawsuit

alleging retaliation by a company for reporting a suspected violation of the law may disclose the

trade secret to his attorney and use the trade secret in the court proceeding, if the employee files

any document containing the trade secret under seal and does not disclose the trade secret, except

pursuant to court order.

5

7.Mutual Non-Disparagement.  Each party to this agreement agrees to refrain from any

disparagement, defamation, libel, or slander of any party to the agreement, and agrees to refrain

from any tortious interference with the contracts and relationships of any party to the agreement.

Each party to this agreement further agree to refrain from making, either directly or indirectly,

any negative, damaging or otherwise disparaging communications concerning the Releasor, the

Company or its services to any of the employees, agents, customers, business partners or vendors

of the Company. For the purposes of this paragraph only, the “Company” personnel bound by

this non-disparagement provision shall be limited to its Directors and Executive Officers but the

Company further agrees that it shall not instruct or otherwise encourage other Company

personnel to disparage Releasor in any way.  The foregoing shall not be violated by truthful

statements of Employee in connection with any financial audit, in connection with any

investigation by a government or administrative agency or in response to a validly issued

subpoena in any judicial, administrative or arbitration proceeding.  Further, nothing in this

Agreement is intended to interfere with, or should be construed as interfering with, Employee’s

disclosure rights under California’s Stand Together Against Non-Disclosure Act (SB820,

effective January 1, 2019) or the California Silenced No More Act (SB331, effective January 1,

2022).  See also Paragraphs 4 (with respect to EEOC actions) and 6 for additional exceptions.

8.Cooperation.  Even after the Separation Date, Employee agrees to be reasonably

available to support the needs of Employer as reasonably necessary by cooperating with any

internal investigation or administrative or judicial proceeding regarding information Employer

believes Employee possesses relating to any such investigation or proceeding and by cooperating

with Employer’s auditors regarding reporting obligations, for which Employer reasonably

believes Employee may have material information or knowledge. 

9.Non-Admission of Liability.  The parties agree that this Agreement and payment(s)

hereunder are not to be construed as an admission of any liability and that each party has denied

any liability to the other.

10.409A.  This Agreement is intended to be exempt from the requirements of Section 409A

of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder

(“Code Section 409A”) to the maximum extent possible, whether pursuant to the short-term

deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise.  To the

extent Code Section 409A is applicable to this Agreement, it is intended that this Agreement

comply with the deferral, payout and other limitations, restrictions and requirements imposed

under Code Section 409A.  Notwithstanding any other provision of this Agreement to the

contrary, this Agreement will be interpreted, operated and administered in a manner consistent

with such intentions.  Without limiting the generality of the foregoing, and notwithstanding any

other provision of this Agreement to the contrary, with respect to any payments under this

Agreement to which Code Section 409A applies, all references in this Agreement to the

termination of the Employee’s employment or service are intended to mean the Employee’s

“separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i).  In addition, if

Employee is a “specified Employee,” within the meaning of Code Section 409A, then to the

extent necessary to avoid subjecting Employee to the imposition of any additional tax under

Code Section 409A, amounts that would otherwise be payable under this Agreement during the

six-month period immediately following the Employee’s “separation from service,” within the

6

meaning of Section Code 409A(a)(2)(A)(i), shall not be paid to the Employee during such

period, but will instead be accumulated and paid to the Employee (or, in the event of the

Employee’s death, the Employee’s estate) in a lump sum on the first business day after the earlier

of (i) the date that is six months following the Employee’s separation from service or (ii) the

Employee’s death.

11.Governing Law, Jurisdiction and Venue.  This Agreement shall be governed by and

construed in accordance with the laws of the State of California, the principal place of business

of Employer.  Any legal action or proceeding with respect to this Agreement shall be brought in

the California court of competent jurisdiction encompassing the corporate headquarters of

Employer, currently located in San Leandro, California, or the federal court of the United States

of America for the Northern District of California (if federal jurisdiction exists) and, by

execution and delivery of this Agreement, each party hereby accepts generally and

unconditionally the jurisdiction and exclusive venue of such courts.  The parties irrevocably

waive any objection to the laying of jurisdiction or venue (including but not limited to any

objection based on lack of personal jurisdiction or forum non-conveniens) which any of them

may now or hereafter have to the bringing of any such action or proceeding in such respective

courts.

12.Prevailing Party.  The prevailing party in any legal action to enforce the terms of this

Agreement or for breach of any term of this Agreement shall be entitled to recover reasonable

attorneys’ fees and costs (except with respect to a charge or complaint under the ADEA,

including a challenge to the validity of this Agreement, filed with the EEOC, with respect to

participation in any investigation or proceedings conducted by the EEOC, or as provided in

Paragraph 6).

13.Scope of Agreement.  This Agreement, and any agreement incorporated herein by

reference, embody the entire agreement and understanding of the parties with respect to the

subject matters contained herein.  The parties hereby declare and represent that no promise,

inducement or agreement not herein expressed has been made, and the parties acknowledge that

the terms and conditions of this Agreement are contractual and not mere recitals.  This

Agreement may be modified only by written agreement signed by Employee and an authorized

representative of Employer.

14.Counterparts.  This Agreement may be executed in separate counterparts, each of which

is deemed to be an original and all of which taken together constitute one and the same

agreement.  Facsimile counterparts signatures to this Agreement, or counterpart signatures

transmitted via e-mail, shall be acceptable and binding to and upon the parties.

15.Voluntary Agreement.  Employee agrees that this Agreement is written in a manner

calculated to be, and which is, understood by Employee and that the Release in Paragraph 3 and

Waiver of Age Discrimination Claims in Paragraph 4 are knowingly and voluntarily made by

Employee and in exchange for consideration to which Employee is not otherwise entitled. 

Employee is signing this Agreement knowingly and voluntarily of Employee’s own free will and

judgement and with the intent of being bound by it and not on any representations or promises

made by Employer, other than those contained in this Agreement.

7

Intending to be legally bound, the parties have executed the foregoing Severance

Agreement and Release on the date(s) set forth below.

THIS RELEASE ENDS ALL CLAIMS AS PROVIDED HEREIN

READ CAREFULLY BEFORE SIGNING

Dated:	June 28, 2024		/s/ Joshua Ballard
			Joshua Ballard (“Employee”)
			Energy Recovery, Inc. (“Employer”)
Dated:	June 28, 2024		By:	/s/ David Moon
				David Moon
			Title:	President and Chief Executive Officer

8