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THIRD AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT
This Third
Amendment to the Executive Employment Agreement of G.G. Pique
(“Third Amendment”) is made as of December 31,
2008 (“Third 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 G.G. Pique, an individual (the
“Executive”) ( together, the “Parties”) in
order to satisfy the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended and the Treasury
Regulations promulgated thereunder, as amended.
Pursuant to
Article 5.8 of the Executive Employment Agreement, the Company
hereby amends that Agreement, including any amendment thereto, as
follows:
Article 2.2 . The Company amends Article 2.2 by adding
the following sentence to the end thereof:
All
reimbursements shall be made in accordance with the requirements
with the short-term deferral exemption to Section 409A of the
Code such that all expenses are submitted and reimbursed no later
that March 15th of the year following the year in which such
expenses are incurred.
Article 3.2(b)(iv) . The Company amends Article 3.2(b)(iv) by
replacing the last sentence thereof as follows:
However, no
amount payable under this Agreement that is non-qualified deferred
compensation subject to Section 409A of the Code, as
determined in the sole discretion of the Company, shall be paid
unless the Executive experiences a termination that is also a
“separation from service” within the meaning of
Section 409A of the Code (a “Separation from
Service”), and, if the Executive is a “specified
employee” within the meaning of Section 409A of the Code
as of the date of the Separation from Service (as determined in
accordance with Section 409A of the Code), su
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