ENERGY RECOVERY, INC. (NASDAQ:ERII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 27, 2018, Energy Recovery, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to announce the resignation of Mr. Joel Gay as the Company’s President and Chief Executive Officer. to Item 5.02(e) of Current Report on Form 8-K, the Company is filing this Amendment No. 2 to the Original Report (the “Amendment”) solely for the purpose of disclosing a brief description of the separation agreement entered into between the Company and Mr. Gay. The information contained in the Amendment should be read in conjunction with the information contained in the Original Report.

On April 18, 2018, the Company entered into a Settlement Agreement and Release with Mr. Gay, to which the Company has agreed to (1) amend Mr. Gay’s options to purchase 192,345 shares of the Company’s common stock that were outstanding on February 25, 2018 to allow such options to continue to vest and become exercisable through February 25, 2019 and to extend the period during which Mr. Gay may exercise such options until February 25, 2019; (2) amend his restricted (“RSU”) award agreements that were outstanding on February 25, 2018 to provide that the RSUs subject to such agreements shall continue to vest through February 25, 2019 and shall be settled in accordance with the terms of such RSU award agreements; and (3) allow Mr. Gay through February 25, 2019 to exercise his vested options as of February 25, 2018. The Company agreed to these benefits, in recognition of Mr. Gay’s service to the Company and in consideration for Mr. Gay agreeing to (i) release certain claims against the Company relating to his employment, (ii) provide certain assistance to the Company in the future and (iii) comply with certain restrictive covenants.

The foregoing description of the Settlement Agreement and Release does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement and Release, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference into this Item 5.02.

(d)Exhibits

Energy Recovery, Inc. Exhibit
EX-10.1 2 ex1012018-0418.htm EXHIBIT 10.1 – SEVERANCE AGREEMENT Exhibit Exhibit 10.1SETTLEMENT AGREEMENT AND RELEASEThis Settlement Agreement and Release (hereinafter “Release”) is freely entered into by Joel Gay (“Gay”) and Energy Recovery,…
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About ENERGY RECOVERY, INC. (NASDAQ:ERII)

Energy Recovery, Inc. is an energy solutions provider to industrial fluid flow markets. The Company’s solutions convert wasted pressure energy into a reusable asset and preserve or eliminate pumping technology in hostile processing environments. It operates through two segments: Water, and Oil & Gas. Its Water Segment focuses on products sold for use in reverse osmosis water desalination. Its Oil & Gas Segment consists of products sold for use in gas processing, chemical processing, and hydraulic fracturing. It offers energy recovery devices (ERDs) in the water desalination market with its pressure exchanger technology and turbochargers. It offers VorTeq hydraulic fracturing system (VorTeq), IsoBoost, and IsoGen product lines to the oil and gas market. Its solutions are marketed and sold in fluid flow markets, such as water, oil and gas, and chemical processing, under the trademarks ERI, PX, Pressure Exchanger, PX Pressure Exchanger, AT, AquaBold, VorTeq, IsoBoost, and IsoGen.