Long-Term Incentive Plan. You will continue to participate in the Long Term Incentive Plan subject to the approval of the company’s Board of Directors or its Compensation Committee.
Employment Status. Although your status may change, your employment with the Company remains “at-will”, meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer letter. In addition, although your job duties, compensation, benefits, as well as the Company’s personnel policies and procedures may change in the future, the “at-will” nature of your employment may not be changed. Change of Control Plan. You will be named a Participant in the Company’s current Change in Control Plan, as amended.
Termination. In the event that Energy Recovery terminates your employment without Cause (as defined in Article 2 of Energy Recovery’s Change in Control Plan as amended), other than after or in connection with a Change in Control, as that term is defined in the Company’s Change in Control Plan, you will be entitled to all payments required by applicable local law, including all earned and unpaid salary, any accrued and unused vacation pay, less deductions required or permitted by law.
In addition, without altering the “at will” nature of your employment, you will be entitled to receive additional benefits in the form of severance (“Additional Benefits”) as set forth below in exchange for an agreement to release all claims known or unknown against the Company and to satisfy certain other conditions set forth in any Company Severance Plan then in effect, including an agreement to refrain from engaging in any business or rendering service to any entity, organization of company in competition with Energy Recovery for twenty-four (24) months after your termination date and provided that Energy Recovery receives the signed, unrevoked release agreement within the stated number of days of your termination date.
Additional Benefits: If you are terminated without Cause prior to the second anniversary of your promotion date you will receive severance in the form of a lump sum payment equal to twelve (12) months’ salary; if the without Cause termination occurs after the second anniversary date of your promotion, you will receive a severance in the form of a lump sum payment equal to six (6) month's salary. These Additional Benefits will be computed using your annual base salary as of the date of the termination, less deductions required or permitted by applicable law. | 
