AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 22, 2009, by and between Cadiz Inc., a Delaware corporation (the "Company") and Keith Brackpool, an individual ("Brackpool").

WHEREAS, Brackpool has served as the Company's Chief Executive Officer pursuant to an Employment Agreement effective as of July 5, 2003, as subsequently modified from time to time (the "2003 Agreement"); and

WHEREAS, it is in the best interests of the Company and Brackpool to amend and restate the 2003 Agreement in order that this Agreement set forth all of the terms and conditions pursuant to which Brackpool shall continue to provide services to the Company;

NOW, THEREFORE, the parties agree as follows:

1.            TERM OF EMPLOYMENT .  The terms and conditions of Brackpool's employment under this Agreement shall be effective as of the date hereof and shall continue until terminated in accordance with the termination provisions of Section 6 below.

2.            DUTIES .  Brackpool shall be employed as the Chief Executive Officer of the Company.  Brackpool's duties and responsibilities shall relate, generally, to those ordinarily performed by the chief executive officer of a publicly traded corporation.  Brackpool shall report to, and take direction from, the Board of Directors of the Company.  Brackpool further consents to serve in further capacities as an officer and/or director of the Company or any subsidiary or affiliate of the Company without any additional salary or compensation.  Brackpool's base of operations shall be at the corporate headquarters office of the Company in Los Angeles, California, unless changed by mutual agreement.  However, Brackpool shall also render services at such other sites as necessary from time to time to properly perform his duties.

3.            NECESSARY SERVICES .

a.            Performance of Duties .  Brackpool agrees that he will at all times faithfully, industriously and to the best of his ability, experience and talents, perform to the reasonable satisfaction of the Company all of the duties that may be assigned to him hereunder and shall devote such time to the performance of these duties as may be necessary therefor.  Provided that Brackpool otherwise performs his duties in a satisfactory manner, nothing herein shall require Brackpool to provide such services on a full-time basis or shall preclude Brackpool from spending a reasonable amount of time in the pursuit of other business opportunities, the management of his personal investments or with any charitable or civic venture with which Brackpool may be involved as long as such activities do not result in any conflicts with respect to Brackpool’s duties to Cadiz hereunder, or violate any conflicts of interest policy which may be maintained from time to time by Cadiz.

b.            Exclusive Services .  Brackpool agrees that during the period of his employment, Brackpool shall provide services exclusively pursuant to this Agreement, and Brackpool will not, without the prior written consent of the Company (which consent may not be unreasonably withheld), directly or indirectly:

(i)  engage in the business of, or own or control any interest in (except as a passive investor owning less than 10% of the equity securities of a publicly held company), or act as director, officer of employee of, or consultant to, any individual, partnership, joint venture, corporation or other business entity, directly or indirectly engaged anywhere in the United States, its possessions or territories, in any business competitive with the business then being carried on by the Company or any affiliate;

(ii)  plan or organize any business activity competitive with the business or planned business of the Company or its affiliates, or combine, participate, or conspire with other employees of the Company or its affiliates or other persons or entities for the purpose of organizing any such competitive business activity; or

(iii)  divert or take away, or attempt to divert or take away, any of the customers or potential customers of the Company or its affiliates, either for himself or for any other person, firm, partnership, corporation or other business entity.

4.            BASE COMPENSATION .  Subject to such deductions as the Company may from time to time be required to make pursuant to law, governmental regulation or order, the Company agrees to pay to Brackpool a base salary of $400,000 per annum.  Payments of base salary shall be made in accordance with the normal payroll practices of the Company.

5.            OTHER COMPENSATION .

a.            Equity Incentive Grant .  The Company shall grant to Brackpool concurrently with the execution of this Agreement 60,000 shares of common stock pursuant to the Company's 2007 Management Equity Incentive Plan (the "2007 Plan") which shares shall, for purposes of the 2007 Plan, be deemed to be Deferred Stock (as defined in the 2007 Plan) subject to immediate vesting upon execution of this Agreement.

b.            Discretionary Annual Bonus .  Following the conclusion of each fiscal year during the term of this Agreement, the Board shall make a good faith evaluation of the performance of Brackpool during such year, on the basis of which Brackpool shall receive a bonus in an amount and upon such other terms and conditions as shall be determined at the discretion of the Board.

d.            Other Equity Based Compensation .  In the event that the Company, following the execution of this Agreement, adopts a new compensation plan or program for senior management (the “Compensation Plan”), then Brackpool shall be invited to participate in the Compensation Plan.  Brackpool’s participation in the Compensation Plan shall be negotiated between Brackpool and the Company in good faith at a level consistent with that of a member of senior management with comparable duties and responsibilities.

e.            Fringe Benefits .  In addition to the compensation set forth above, Brackpool shall be entitled to the following benefits:

i.           Four (4) weeks paid annual vacation, provided that no more than two weeks are to be taken consecutively;

ii.           Sick leave and personal leave with pay in accordance with the prevailing policies of the Company;

iii.           Medical coverage under the group medical insurance plan of the Company (or COBRA coverage, at the election of Brackpool);

iv.           Participation in any pension, profit-sharing, 401(k), or deferred compensation plan maintained by the Company for the general benefit of its employees;

v.           An automobile allowance and/or access to Company vehicles consistent with the Company's prior practice concerning Brackpool;

vi.           Participation in any other benefit plan maintained by the Company for the general benefit of its employees; and

vii.           Any other benefits not specifically set forth herein as may be granted by the Company in its sole and absolute discretion.

f.            Deduction and Reimbursement .  Brackpool hereby agrees that the Company may deduct and withhold from the compensation payable to Brackpool hereunder any amounts of money required to be deducted or withheld by the Company under the provisions of any and all applicable local, state or federal statutes or regulations or any amendments thereto hereafter enacted requiring the withholding or deducting of compensation.

6.            TERMINATION .  This Agreement continue in full force and effect unless and until terminated as provided in this Section.

a.            Termination Events .  This Agreement shall terminate:

i.           At the election of the Company, upon the death or permanent disability of Brackpool, "permanent disability" being defined as any continuous loss of one-half (½) or more of the time spent by Brackpool in the usual daily performance of his duties as a result of physical or mental illness for a continuous period in excess of ninety (90) days.

ii.           At the election of the Company, upon a Change in Control of the Company (as defined below) or at such time, if any, as the Company ceases to conduct business for any reason whatsoever.

iii.           At the election of the Company, upon the dismissal of Brackpool by the Company for cause.  For purposes of this Agreement, "cause" shall include, but shall not be limited to: (1) the breach by Brackpool of any term or condition of this Agreement, (2) Brackpool engaging in one or more acts constituting a felony; (3) Brackpool engaging in one or more acts involving fraud or serious moral turpitude; (4) Brackpool misappropriating Company assets or engaging in gross misconduct materially injurious to the Company or its affiliates or subsidiaries; (4) the making by Brackpool of material misrepresentations to the Company or its affiliates; or (5) Brackpool’s willful failure to comply with the instructions of the Company’s Board of Directors.

iv.           At the election of Brackpool, upon a material breach by the Company of any term or condition of this Agreement or upon a material change in Brackpool’s job title or a material reduction in Brackpool’s duties and responsibilities hereunder.

v.           At the election of either party, without cause.

b.            Payments Following Termination .  Following termination of this Agreement, whether for any of the reasons specifically set forth above or for any other reason, the Company shall have no obligation to make payments to or bestow benefits upon Brackpool after the date of termination except as may be required by law and as   follows, and references under this Agreement to Brackpool’s termination of employment or the termination of this Agreement shall be deemed to refer to the date upon which Brackpool has experienced a “separation from service” within the meaning of Code Section 409A, as defined below :

i.           In the event of termination by the Company pursuant to Section (a)(i) as the result of Brackpool’s death or permanent disability, payment of the base compensation otherwise payable to Brackpool pursuant to Section 4 hereof shall continue to be paid to Brackpool or his estate for a period of two (2) years following Brackpool’s death or permanent disability.  Such payment shall be in addition to, and not in lieu of, any payments made pursuant to any Company provided death or disability benefit plans.

ii.           In the event of termination of this Agreement by the Company following a Change in Control pursuant to Section (a)(ii) above, Brackpool shall be entitled to receive for a period of two (2) years following the effective date of termination, as though Brackpool were continuing to provide services to the Company under this Agreement (i) base compensation as set forth in Section 4 above and (ii) all fringe benefits as described in Section 5(e) above to the extent that such benefits can then lawfully be made available by the Company (or the Company’s successor in interest) to Brackpool.

iii.           In the event of termination of this Agreement by the Company for cause pursuant to Section (a)(iii) above, or in the event of termination of this Agreement by Brackpool without cause pursuant to Section a(v) above, the Company shall have no further liability or obligation to Brackpool under this Agreement other than the Company's obligation to pay base compensation as set forth in Section 4 above and fringe benefits as described in Section 5(e) above to the extent that such base compensation and fringe benefits are accrued but unpaid as of the effective date of termination.

iv.           In the event of termination of this Agreement by Brackpool pursuant to Section (a)(iv) above or by the Company without cause pursuant to Section (a)(v) above, or in the event of termination of this Agreement by the Company for any reason not specifically set forth above, Brackpool shall be entitled to receive for a period of one (1) year following the effective date of termination (i.e. the date upon which Brackpool ceases to provide services as Chief Executive Officer of the Company), as though Brackpool were continuing